Parkview Health System Inc.

“The executive committee shall be composed of the chair of the board, vice chair of the board, the president and chief executive officer, treasurer and secretary of the corporation and at least one director who is an ex-officio voting member of the board and such other directors as are designated by the chair of the board. The executive committee may act as the executive compensation committee for the corporation. At the discretion of the chair, others may be invited to participate in executive committee meetings without vote. The chair of the board shall serve as chair of the executive committee. The executive committee may act on behalf of the corporation in any matter when the board is not in session. In addition, the committee shall perform all responsibilities delegated to it by the board. The executive committee may serve as the executive compensation committee for the corporation and all of its entities, as determined by the chair of the board, at which time, the executive compensation committee shall establish the compensation for all key management personnel, pursuant to the standards of conduct relating to executive compensation. No interested person may serve on the executive compensation committee. No other board or committee can approve executive compensation arrangements. The executive committee shall annually receive, review and make recommendations on entity boards and shall submit recommendations for all system board appointments.”

“Officer michael browning and director mitchell stucky have a business relationship as directors on the board of a related entity.”

“During 2013, the following significant changes were made to the bylaws of parkview health system, inc.: article iv, section 2 is as follows: the board of directors shall be composed of no more than twenty (20) directors. The composition of the board of directors shall consist of the following: (a) six (6) ex-officio voting members, who shall consist of the chairs of parkview hospital, parkview whitley hospital, parkview huntington hospital, parkview noble hospital, parkview lagrange hospital and parkview physicians' group or such other member of the board as designated by the respective board; (b) up to twelve (12) at-large physician or community leaders; and (c) the president and chief executive officer of the corporation and the chief physician executive of the corporation. A majority of the board of directors shall, at all times, be considered to be independent, as defined by the internal revenue service. Elected directors shall be selected from among persons, including residents of the communities served by the corporation, who have demonstrated their ability to participate effectively in the discharge of corporate responsibilities and who are able and willing to serve and who satisfy the criteria for board participation. Consideration should be given to promote diversity on the board of directors. One of the primary functions of the system board will be to create the vision and strategic plan. As a result, directors shall be individuals who have demonstrated leadership skills, relevant expertise, integrity, demonstrated professional / business success and who are people of vision. When vacancies on the board occur by reason of death, resignation, or otherwise, the number of directors shall be reduced by such vacancies until qualified replacements are elected, as set forth in article iv, section 4. It shall be the duty of directors to attend regular, special and annual meetings. Article iv, section 4 is as follows: in the event that a vacancy of a director who is not serving in an ex officio capacity occurs in the board, the governance committee shall nominate a candidate and present the name to the board. The new director shall not serve for the unexpired term of the director that is replaced, but shall instead begin their own term on the board. Any current director that filled an unexpired term of their predecessor prior to january 1, 2010, shall be "grandfathered". Article vi, section 3 is as follows: the board shall have the following standing committees: (a) executive committee (b) finance committee (c) corporate compliance committee (d) quality committee (e) audit committee (f) governance committee (g) it governance committee article vi, section 4(b) is as follows: the executive committee may act on behalf of the corporation in any matter when the board is not in session. In addition, the committee shall perform all responsibilities delegated to it by the board. The executive committee may serve as the executive compensation committee for the corporation and all of its entities, as determined by the chair of the board, at which time, the executive compensation committee shall establish the compensation for all key management personnel, pursuant to the standards of conduct relating to executive compensation. No interested person may serve on the executive compensation committee. No other board or committee can approve executive compensation arrangements. Article vi, section 5(a) is as follows: the finance, corporate compliance, quality, audit, governance and it governance committees of the corporation shall be joint committees with the board committees of each parkview health system, inc. Affiliate and subsidiary hospital (the "system committees"). The specific duties of said system committees set forth below shall be performed not only for the corporation, but for each of the aforementioned hospitals. Article vi, section 5(f) is as follows: the governance committee shall consist of not less than three (3) independent”

“An electronic copy of the organization's final form 990 (including required schedules) was provided to each voting member of the organization's governing body and the system audit committee, prior to filing with the irs. On october 8, 2014, the system audit committee reviewed the form 990 as ultimately filed with the irs. This review included a presentation by the organization's tax preparer to highlight the significant areas on the form 990 and supplemental schedules.”

“As described in article ix section 6, of the parkview health system, inc. (ph) bylaws, ph adopted ph's compliance policy for the organization and its not-for-profit related organizations (and as likewise noted in their bylaws) when addressing conflicts or potential conflicts of interest. This compliance policy (compliance policy #14) requires that each board member, board committee member, and key management personnel must annually complete a conflict of interest form. This information is provided to the chairman of the board (for board and board committee members) and to senior management (for key management personnel). In addition, as to the conduct of board meetings, the following process is followed: "whenever a ph or ph affiliate board or board committee is considering a transaction or arrangement with an organization, entity or individual in which a person covered by this policy has a financial or conflicting interest, the following shall occur: 1. The interested person must disclose the financial or conflicting interest and all material facts to the ph or ph affiliate board or board committee; 2. The interested person with that financial or conflicting interest may make a presentation at the board or board committee meeting regarding the transaction or arrangement however, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement that results in the financial or conflicting interest; and 3. The ph or ph affiliate board or board committee must approve the transaction or arrangement by a majority vote of the board members present at a meeting that has a quorum, not including the vote of the interested person. The interested person may not vote on the matter. A. Upon the request of ph or ph affiliate board or board committee, the matter may be delegated to the ph compliance committee for evaluation, recommendation and/or determination. 4. Whenever a financial or conflicting interest is addressed by a ph or ph affiliate board, notice shall be given to the ph compliance officer / general counsel."”

“Regarding lines 15a and 15b, to the extent that the organization has vice president or above, the organization used a process for determining compensation of the ceo, officers, and key employees. The process includes consultations with an independent compensation advisor; review, and approval by the governing body; and contemporaneous documentation and recordkeeping with respect to deliberations and decisions regarding the compensation arrangements. In 2013, the board of parkview health system, inc. Reviewed and approved all executive compensation, benefits and perquisites for the 2013 compensation package, pursuant to the parkview health bylaws. The compensation package was approved by a majority of independent board members. Parkview's independent consultant prepares a competitive compensation analysis using data from multiple published surveys prepared by independent firms for positions that are functionally comparable in similar-sized health systems and hospital organizations on both a regional and national basis. The independent consultant provides a statement of reasonableness of the compensation provided to the ceo as well as all executives at the vice president level and above. All data is shared with the board of directors. The board approves any changes in compensation for the ceo and his direct reports. Approval is also provided for the merit budget for the entire organization. The board reviews and approves the management incentive compensation plan (micp). Offices or positions reviewed at the 2013 meeting: president and chief executive officer president parkview regional medical center (prmc) and affiliates president community hospital physician executive officer parkview physicians group senior vice president chief financial officer senior vice president chief information officer senior vice president coo parkview health senior vice president coo parkview physicians group senior vice president coo service line leader senior vice president delivery system integration senior vice president facility design and oversight senior vice president general counsel senior vice president human resources senior vice president patient care senior vice president service line leader senior vice president strategic initiatives vice president changing spaces construction project management vice president human resources vice president mktg/comm/community relations vice president nursing prmc vice president nursing randallia vice president parkview physicians group finance vice president parkview physicians group physician practices vice president patient care services community hospital vice president planning and decision support vice president randallia operations vice president revenue cycle management vice president strategy and business development vice president supply chain vice president surgical and ancillary services prmc and affiliates medical director community hospital medical director health plan services medical director parkview physicians group medical director integration and development chief medical informatics officer chief medical officer prmc and affiliates executive director employer strategies”

“Copies of the organization's governing documents, conflict of interest policy, and financial statements are available upon request.”

“Parkview health system, inc. (ph), ein 35-1972384, is the common paying agent for the filing organization as well as related entities. Therefore, all applicable irs tax filings, including forms 1099, 1096, w-2 and w-3 are reported and filed by ph. The total number reported in box 3 of form 1096 and filed by the common paying agent, ph, for the year ended december 31, 2013 was 969. The total number of employees reported on form w-3 and filed by the common paying agent, ph, for the year ended december 31, 2013 was 9,926. For purposes of completing form 990, part v, line 1a and 2a, the number reported for parkview health system, inc. Was 667 and 2,983 respectively. As reflected in part vii, section b, 20 independent contractors received more than $100,000 in compensation for services from parkview health system, inc.”

“Parkview health system, inc., ein 35-1972384, serves as the common paying agent for all tax-exempt organizations of the system. Salaries and wages of employees working for these organizations are charged directly to the organizations in which they work. The actual expenses for payroll taxes, employee benefits, and pension plan contributions are reflected on the books of parkview health system, inc. For financial reporting purposes. To account for benefit costs on the books of the other tax exempt organizations, an allocation methodology is utilized to charge these organizations with an estimate of the overall costs, referred to as a "benefit allocation" from parkview health system, inc. The allocation does not distinguish between the costs of the various components (i.e. Payroll taxes, employee benefits, and pension plan contributions). Therefore, for purposes of the form 990, part ix, the total benefit allocation for the employees' salaries and wages reported on line 7 is reflected on line 9 and not allocated between lines 8 or 10. For purposes of the form 990, part ix, lines 5 and 6 reflect compensation and benefit amounts reported in part vii.”

“Asset adjustment transfers 1,957,173. Book/tax diff from k-1's 2,657,904. Current year earnings transferred from 501( c )3's 120,425,954. Amortize bond swap oci 42,600. Adjust oci for pension 65,759,635.”