Summa Health

“HealthSpan Partners is a member of the Corporation and has the right to elect five (5) of the sixteen (16) Directors of the Corporation. The Corporation's Code of Regulations provides that an affirmative vote of a majority of the HealthSpan Partners Designated Directors is required for the following actions: (1) Actions that would adversely impact the tax-exempt status of the Corporation or MercyHealth (f/k/a Catholic Health Partners); (2) Appointment of a new CEO; (3) Dissolution, merger, conversion, or consolidation of the Corporation, or sale/lease/disposition of substantially all of the Corporation's assets; (4) Sale, lease, disposition of Corporation's core operating assets as defined in Definitive Agreement; (5) Addition of a new corporate member of the Corporation; (6) Any amendment to the Corporation's organization documents that would impair the rights of Community Member; (7) The addition of any service or change in operations that would violate the Statement of Common Values.”

“Nicholas Browning, Michael Hughes, M.D., Anthony Lockhart, Richard Marsh, James McIlvaine, Theresa Proenza, Thomas Strauss, R. Douglas Trochelman, M.D., Leila Vespoli, Vivian Von Gruenigen, M.D., Norman Wells, Brian Derrick and William A. Powel, III have business relationships through Summa Health System Community: Nicholas Browning, Michael Hughes, M.D., Anthony Lockhart, Richard Marsh, James McIlvaine, Theresa Proenza, Thomas Strauss, R. Douglas Trochelman, M.D., Leila Vespoli, Vivian Von Gruenigen, M.D., and Norman Wells are Directors of Summa Health System Community; Brian Derrick and William A. Powel, III are Officers of Summa Health System Community. Michael Bage, M.D., Robert Flora, M.D., Michael Hughes, M.D., Michael Maggio, M.D., Dale P. Murphy, M.D., Joseph Myers, M.D., Douglas Trochelman, M.D., Vivian Von Gruenigen, M.D., Thomas O'Neill and William A. Powel, III have business relationships through Summa Physicians, Inc.: Michael Bage, M.D., Robert Flora, M.D., Michael Hughes, M.D., Michael Maggio, M.D., Douglas Trochelman, M.D. and Vivian Von Gruenigen, M.D. are employed by Summa Physicians, Inc.; Dale P. Murphy, M.D. is employed by Summa Physicians, Inc. and is a Director of Summa Physicians, Inc.; and Thomas O'Neill and William A. Powel, III are Directors of Summa Physicians, Inc. Richard Marsh, Leila Vespoli, and Anthony Lockhart have a business relationship through First Energy: Leila Vespoli is employed as an officer at First Energy and Richard Marsh and Anthony Lockhart are retired officers of First Energy. Stephen Hailer, Thomas Knoll, Thomas Strauss, William A. Powel, III, have a business relationship through Summa Western Reserve Hospital, LLC: all are on the Board of Managers of Summa Western Reserve Hospital, LLC. Robert Harrigan, Thomas O'Neill, and Erik Steele, D.O. have a business relationship through Crystal Clinic Orthopaedic Center, LLC: Robert Harrigan, Thomas O'Neill and Erik Steele, D.O. all were on the Board of Managers of Crystal Clinic Orthopaedic Center, LLC during the year. Thomas Knoll, William A. Powel, III, Brian Derrick and Thomas Strauss have a business relationship through Middlebury Assurance Corporation: all are Directors of Middlebury Assurance Corporation. all are Directors of Middlebury Assurance Corporation. all are Directors of Middlebury Assurance Corporation.”

“The Code of Regulations was amended in July 2013. The significant changes were: Members - Specified that the Members are Summa Health System Community ("Summa Member") and HealthSpan Partners ("Community Member") Specified Membership Interests: 1. Summa Member - 70% 2. Community Member - 30% Described the Definitive Agreement between Corporation and MercyHealth. (Note: In September 2013, MercyHealth assigned its interest in the Definitive Agreement to HealthSpan Partners). Added reserved powers for Members: 1. Actions that would adversely impact the tax-exempt status of the Corporation or MercyHealth 2. Appointment of a new CEO 3. Dissolution, merger, conversion, or consolidation of the Corporation, or sale/lease/disposition of substantially all of the Corporation's assets 4. Sale, lease, disposition of Corporation's core operating assets as defined in Definitive Agreement 5. Addition of a new corporate member of the Corporation 6. Amendment to the Statement of Common Values 7. Amendment to the Articles of Incorporation or Code of Regulations Reserved Powers 1, 3, 4, 5, 6, and 7 require the approval of each of the Members Board of Directors 1. Reduced the number of directors from a maximum of 33 to 16 2. The 16 directors will include 12 Elected Lay Directors, 3 Physician Directors, and the President & CEO as a Special Voting Director 3. The 3 Physician Directors will be nominated by a process to be developed by the Medical Staffs of the Summa Hospitals 4. Deleted the following designated directors: 3 Medical Officer directors; 2 SHN/SummaCare Directors; 5 At-Large Physician Directors; 2 directors appointed by CFGH; 1 SBH Director; 1 WRH Director; and the RMH ex-officio non-voting representative 5. Community Member to elect 5 Directors (at least 1 to be a resident or community leader active in Summa's market area and at least 1 to be a physician; these may be same individual) 6. Summa Member to elect 10 Directors (7 Elected Lay Directors and 3 Physician Directors) 7. Changed the definition of quorum from 40% to twelve (12) Directors 8. Added provision that an affirmative vote of a majority of the Community Member Designated Directors is required for the following actions: a. Actions that would adversely impact the tax-exempt status of the Corporation or MercyHealth b. Appointment of a new CEO c. Dissolution, merger, conversion, or consolidation of the Corporation, or sale/lease/disposition of substantially all of the Corporation's assets d. Sale, lease, disposition of Corporation's core operating assets as defined in Definitive Agreement e. Addition of a new corporate member of the Corporation f. Any amendment to the Corporation's organization documents that would impair the rights of Community Member g. The addition of any service or change in operations that would violate the Statement of Common Values 9. Specified that a Director may only be removed by the Member which elected such Director 10. Included a requirement that following that removed Director(s) be replaced by the respective Member who caused the vacancy Officers 1. Officers shall be Chair, Vice Chair (new), President & CEO, Treasurer, and Secretary. Deleted the Chair Elect and Past Chair 2. Changed the term of office from 3 years to 2 years with an additional year at the discretion of the Board 3. Specified that removal of an officer requires the affirmative vote of 12 Directors Statement of Common Values Corporation has adopted a Statement of Common Values; amendment of the Statement of Common Values requires the approval of each of the Members Fiscal Matters - Liquidation Preference Added a new section specifying that upon a complete liquidation of the Corporation, Community Member would get a preferential distribution following the distribution of indebtedness and other priority obligations.”

“The Members of Summa Health System are Summa Health System Community ("Summa Member") and Healthspan Partners ("Community Member"). Summa Member's interest is 70%; Community Member's interest is 30%.”

“The Members of the Corporation are Summa Health System Community ("Summa Member") and HealthSpan Partners ("Community Member"). The Members have the following powers: 1. Community Member to elect 5 Directors (at least 1 to be a resident or community leader active in Summa's market area and at least 1 to be a physician; these may be same individual) 2. Summa Member to elect 10 Directors (7 Elected Lay Directors and 3 Physician Directors) A Director may only be removed by the Member which elected such Director, and if a Member removes a Director elected by such Member, then that Member may replace elect a Director to fill the vacancy.”

“The following are reserved powers for the Members of the Corporation: 1. Actions that would adversely impact the tax-exempt status of the Corporation or MercyHealth 2. Appointment of a new CEO 3. Dissolution, merger, conversion, or consolidation of the Corporation, or sale/lease/disposition of substantially all of the Corporation's assets 4. Sale, lease, disposition of Corporation's core operating assets as defined in Definitive Agreement 5. Addition of a new corporate member of the Corporation 6. Amendment to the Statement of Common Values 7. Amendment to the Articles of Incorporation or Code of Regulations Reserved Powers 1, 3, 4, 5, 6, and 7 require the approval of each of the Members.”

“The return was reviewed in detail by a committee consisting of internal and external legal counsel, financial management, and an external auditor. The review committee included the Senior Vice President, Finance & CFO and the Senior Vice President, Legal Services & General Counsel. This detailed review occurred in September 2014. Following this review and incorporation of changes recommended by this committee, the return was provided to the Summa Health System Committee on Governance prior to its September 2014 meeting for further review. The Committee on Governance is a standing committee appointed by the Summa Health System Board of Directors and includes members of the Board of Directors. After the review by the Committee on Governance, and prior to filing with the IRS, an email was sent to each voting member of the Board of Directors. This email included instructions and a link to a password-protected web site on which the entire Form 990 was available for viewing.”

“Conflict of Interest Process Summary: A Conflict of Interest Questionnaire is sent annually to all Summa Health System entities' Boards of Directors, Key Employees, Senior Managers, Medical Directors, Employed Physicians, Contracted Physicians, Administrative Directors, Executive Directors, Department Heads, Managers, Supervisors, and Members of Purchasing Committees for completion. Responses are individually reviewed for determination of potential conflicts. Those responses deemed to present potential conflicts are then presented to the Governance Committee (Sub-Committee of the Summa Health System Board of Directors). The Governance Committee reviews each response that presents a potential conflict and determines whether additional action is required to eliminate or mitigate the potential conflict. This annual conflict of interest questionnaire process is managed by the Corporate Compliance Department pursuant to the Summa Health System Policy on Conflict of Interest as approved by the Summa Health System Board of Directors. In addition to the annual Conflict of Interest Questionnaire, the Conflict of Interest Policy imposes a duty to disclose conflicting interests on an ongoing basis. Disclosure Procedure: Any person with a conflicting interest in any transaction or arrangement is required to disclose the conflicting interest to the Board or committee considering such transaction or arrangement prior to or at the beginning of any meeting at which such transaction or arrangement is under consideration. The person with a conflicting interest is prohibited from using his/her personal influence on the matter but may briefly state his/her position on the transaction or arrangement and answer questions raised by members of the Board or committee. The person with a conflicting interest is prohibited from otherwise participating in the decision and may be required to leave the meeting during the discussion and vote on the transaction or arrangement. In addition, if appropriate, a non-interested person or committee may be appointed to investigate alternatives to the proposed transaction or arrangement. The minutes of Board meetings and committee meetings reflect whether any conflicting interests were disclosed, the nature of the conflicting interests, and the names of persons who were present for discussion and votes relating to the transaction or arrangement.”

“Executive Compensation: The Compensation Committee of the Summa Health System Board of Directors meets at least twice each year to review and approve base compensation and total remuneration for executive staff. Each voting member of the Compensation Committee is an independent director and is not affiliated with management. The Compensation Committee engages outside consulting support to provide independent market data, advice and counsel to the Compensation Committee. For the past four years, the Compensation Committee has used Hay Group, a nationally recognized consulting firm, to assist their efforts. The Hay Group provides the following services to the Compensation Committee: (a) education of Committee members regarding executive compensation trends and best practices in healthcare organizations; (b) assessment of the market competitiveness and reasonableness of Summa's executive compensation programs including base salary, incentive compensation, core and executive benefits, as well as their alignment with the mission and future performance expectations; (c) written, detailed evaluation of the market reasonableness of Summa's executive compensation and benefits program; and (d) ongoing support and independent advice to the Compensation Committee on matters related to executive compensation. Each year the Compensation Committee reviews and approves the compensation for the following positions: 1. System President & CEO 2. Senior Vice President, Finance & CFO 3. Senior Vice President, Legal Services & General Counsel 4. Senior Vice President, IT&S & CIO 5. Senior Vice President, Service Lines, Ambulatory & Ancillary 6. Senior Vice President, Planning & Marketing 7. Senior Vice President & Chief Nursing Officer 8. Senior Vice President, Human Resources 9. Senior Vice President, Chief Medical Officer 10. President, SummaCare”

“Summa Health System makes its Conflicts of Interest policy available upon request. The Articles of Incorporation of Summa Health System and its related entities are available on the website of the Ohio Secretary of State (www.sos.state.oh.us). Summa Health System makes its financial statements available on its website (www.summahealth.org). The financial statements are also available through the Electronic Municipal Market Access (www.emma.msrb.org).”

“In 2013, Summa Health System acted as the corporate services operating entity for the System. Corporate services include the Systems Executive Office, Human Resources Administrative Services, Employee Benefits Management, Treasury Services (including payroll and accounts payable), Finance, Legal Services, Risk Management, Supply Chain, Marketing and Corporate Communications, Planning, Corporate Compliance, Internal Audit and Operations Improvement. The cost of these corporate services are funded by the Systems benefitting subsidiary entities with the funding recognized as Other Revenue within the Parents statement of operations. Operational changes implemented for the System include the centralized payroll management, accounts payable disbursements, and supply chain services now transacted by the Parent and funded through a single concentration cash account by the subsidiary entities that utilize Lawsons ERP functionality. The associated obligations and liabilities to various third parties now reside on the Parents Statement of Financial Position with such obligations at the subsidiary entities relieved as evidenced by the Parents increase in current liabilities and a corresponding reduction in net assets. All operating cash flow needs of the Parent are funded by the subsidiary entities.”

“Other changes in Net Assets or Fund Balances: Investment by HealthSpan Partners $250,000,000 Transfers to/from Affiliates (24,251,362) Elimination of SHN liability (13,343,213) ------------- Total change in Net Assets $212,405,425”

“Description:non-billable purchased service total fees:3339115”

“Description:consultant fees total fees:4335864”

“Description:corporate sponsorships total fees:522612”

“Description:health screening total fees:199358”

“Description:repair & maintenance total fees:94707”