Eskenazi Medical Group Inc.

“Classes of members: board of members consist of 3 class a members and 2 class b members and are classifed on form 990, part vii. Class a members shall consist of individuals serving in the following roles or their designee: a.) chair of board of health and hospital corporation of marion county (hhc) b.) executive director of hhc c.) treasurer of hhc class b members shall consist of: a.) a physician employee of the corporation elected by the outpatient health care professionals b.) a physician employee of the corporation elected by the inpatient health care professionals”

“Power to elect or appoint one or more members of the governing body: the board of directors of the corporation shall consist of 7 voting directors who shall be designated as class a directors and class b directors. The board of directors shall also include, as a non-voting, ex officio director, the ceo of the corporation. The voting directors shall be appointed as follows: the corporation shall have 3 class a voting directors who shall be appointed by the class a members at the annual meeting of the members. The corporation shall have 1 additional class a voting director (the hhc physician appointee), who shall be appointed by the class a members at the annual meeting of the members and who shall be a physician employed by the corporation; provided, further, that at any time when the academic affiliation agreement or any successor agreement is in place between hhc and the trustee of indiana university on behalf of its school of medicine, the hhc physician appointee or another class a voting director shall be a member of the school's faculty. The corporation shall have 3 class b voting directors, who shall be appointed by the class b members at the annual meeting of the members; provided, further that at any time when the affiliation agreement is in place between hhc and the trustees on behalf of the school, the dean of indiana university school of medicine shall have authority to nominate 1 class b voting director, who shall be a physician employed by the corporation and an employed member of the school's faculty with the qualifications specified in the memorandum of the understanding between the corporation and the school, as amended from time to time, and the class b members either shall affirm such nomination or shall work collaboratively with the dean to identify an alternative candidate.”

“Governance decisions of the organization: any voting director may be removed at any time, with or without cause, by a majority vote of the members of the class that appointed such director. The ex-officio director may be removed from the board only by removing him or her from the position of ceo. The bylaws may be altered, amended or repealed and new and other bylaws may be made and adopted, only by the members; provided, however, that the process of altering, amending, or repealing these bylaws and making and adopting new bylaws may be initiated either by the members themselves or by the board of directors.”

“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 and other officers compensation: emg board of directors reviews the ceo compensation annually and the external compensation committee reviews all compensation including the ceo annually. 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.”

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