Eskenazi Medical Group Inc.

“Delegate broad authority to a commitee: the executive committee shall consist of not less than 5 directors and shall have and exercise the authority of the board in the management of the corporation in the interim period between board meetings. The executive committee shall endeavor to regularly meet on a monthly basis.”

“Classes of members: eskenazi medical group has two governing bodies, the board of members and the board of directors. The members of eskenazi medical group's governing body do not all have the same voting rights. Below outlines the rights of both the board of directors and the board of members. Voting rights of the board of directors: 1. The business, property and affairs of the corporations shall be managed and controlled under the direction of the board of directors as from time to time constituted (the "board"). 2. The board shall exercise all the powers of the corporation, subject to the restrictions imposed by law, the articles of incorporation and the code of bylaws. Voting rights of the board of members: 1. Ratification of the class a directors who are elected by the delegates. 2. Election of the class b directors who represent the indianapolis metropolitan area business community. 3. Removal of the president of the corporation.. 4. Approval on an annual basis of the certified public accounting firm that audits the corporation's financial books and records. 5. The approval of one or more material changes in, the mission statement or the long-term strategic business plan of the corporation 6. Approval of the annual budget of the corporation. 7. Approval of the sale, lease, exchange or disposition of all or substantially all of the assets of the corporation, or the merger, consolidation or strategic joint venture of the corporation with any other entity. 8. Amendment, alteration, or repeal of the articles of incorporation or the code of by-laws of the corporation.”

“Power to elect or appoint one or more members of the governing body: as outlined above, the rights of the members do include the election of members to the governing body.”

“Governance decisions of the organization: the organization has a governing body made up of members called the board of members. Certain decision are subject to the approval of the board of members as outlined below: 1. Ratification of the class a directors who are elected by the delegates. 2. Election of the class b directors who represent the indianapolis metropolitan business community. 3. Removal of the president of the corporation. 4. Approval on an annual basis of the certified public accounting firm that audits the corporation's financial books and records. 5. The approval of, and one or more material changes in, the mission statement or the long-term strategic business plan of the corporation 6. Approval of the annual budget of the corporation. 7. Approval of the sale, lease, exchange or disposition of all or substantially all of the assets of the corporation, or the merger, consolidation or strategic joint venture of the corporation with any other entity. 8. Amendment, alteration, or repeal of the articles of incorporation or the code of by-laws of the corporation. Or the code of by-laws of the corporation.”

“Process to review the form 990: the form 990 is reviewed by the cfo and a copy is sent to every voting member of the governing board of directors prior to filing with the irs. The form 990 is also reviewed by an independent accounting firm prior to being filed.”

“Process for monitoring compliance with conflict of interest policy: in accordance with eskenazi medical groups (emg) conflict of interest policy, all emg providers, employees, officers, and members of the board of members, board of directors, finance committee and compensation committee have a duty to disclose all facts material for a review of the potential conflict annually. All of emg's members, officers, directors and board committee members must complete a written disclosure form, along with the duty to update the form as necessary if any new interests or changes in previously reported interests develop. Any situation that could give rise to a potential conflict of interest is reviewed by a disinterested emg officer, or the officers as a group, or the emg executive committee or the board of directors. The review shall determine whether emg, with reasonable effort, should obtain a more advantageous transaction or arrangement that would not give rise to a conflict of interest. If such a transaction or arrangement cannot reasonably be attained, then the reviewer shall determine whether the transaction or arrangement is in the corporation's best interest, and is fair and reasonable to emg. If an issue involving a potential conflict is brought to the table at a board meeting, the person with the potential conflict would abstain from voting on the issue.”

“Review of ceo or top mgmt official compensation: annually, the compensation of the ceo is reviewed by the eskenazi medical group compensation committee. The committee is comprised of members from the finance committee who are independent from the management of eskenazi medical group. The compensation committee uses compensation studies to ensure the compensation of the ceo is reasonable. The decisions and deliberations are documented in the committee minutes.”

“Review of other officers compensation: annually, the compensation of other officers is reviewed by the eskenazi medical group compensation committee. The committee is comprised of members from the finance committee who are independent from the management of eskenazi medical group. The compensation committee uses compensation studies to ensure the compensation of the other officers and key employees is reasonable. The decisions and deliberations are documented in the committee minutes.”

“Other organization documents publicly available: the organization's conflict of interest policy, governing documents and financial statements are available to the public upon request.”