Parkview Health System Inc.

“The executive committee shall consist of a maximum of eight (8) members, including the following: the parkview health board chair who shall also serve as chair of the committee, the parkview health board vice chair, the parkview health president and chief executive officer and up to five (5) "at large" members nominated annually by the governance committee and appointed by the parkview health board chair, all of whom shall be independent. All members shall have voting rights. At the discretion of the chair, others may be invited to participate in executive committee meetings without vote. 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 and may exercise all powers of the board; provided, however, the committee may not (i) approve parkview health strategic plans, (ii) fill board vacancies, (iii) amend or repeal the bylaws of parkview health or (iv) take any other action prohibited by law or prohibited by parkview health's bylaws or articles of incorporation. The duties of the executive committee shall be more fully set forth in the executive committee charter approved from time to time by a majority vote of the board. The executive committee shall meet no less frequently than quarterly, on alternate months from the board and shall provide regular reports to the full board.”

“Officer jeanne' wickens, directors raymond dusman, alan mcgee, key employees thomas bond, jeffrey brookes, mitchell stucky, suzanne ehinger, greg johnson have a business relationship as directors on the board of a related entity. Officer stanton risser, directors raymond dusman, alan mcgee and key employees thomas bond, jeffrey brookes, mitchell stucky, suzanne ehinger, greg johnson have a business relationship as directors on the board of a related entity. Officer stanton risser, director raymond dusman and key employee mitchell stucky have a business relationship as directors on the board of a related entity. Key employees suzanne ehinger, rick henvey and scott james have a business relationship as directors on the board of a related entity. Officers jeanne' wickens, rick henvey and key employee mitchell stucky have a business relationship as directors on the board of a related entity. Officers stanton risser, rick henvey and key employee mitchell stucky have a business relationship as directors on the board of a related entity. Directors margaret brooks and david haist have a business relationship.”

“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 25, 2017, 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 and the review of appropriate comparability data; review and approval by the compensation committee of the governing body consisting of members who do not have a conflict of interest concerning the compensation; and contemporaneous documentation and recordkeeping with respect to deliberations and decisions regarding the compensation arrangements. In 2016, the board of parkview health system, inc. Reviewed and approved all executive compensation, benefits and perquisites for the 2016 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 salary budget for the entire organization. The board reviews and approves the plan documents for the management incentive compensation plan (micp) and the physician and provider incentive compensation plan (picp). Offices or positions reviewed at the 2016 meeting: president and chief executive officer parkview health executive vice president chief physician executive chief operating officer parkview health chief experience officer physician executive officer parkview physicians group president parkview regional medical center and affiliates chief clinical integration officer chief financial officer chief information officer senior vice president general counsel senior vice president chief operating officer parkview physicians group chief quality and safety officer senior vice president revenue cycle and payor strategies chief human resources officer chief nursing executive senior vice president strategic initiatives chief academic and research officer chief medical informatics officer chief medical officer parkview physicians group medical director community hospitals medical director integration and development chief operating officer - randallia chief nursing officer - parkview regional medical center and affiliates president - parkview cancer center senior vice president chief operating officer service line leader behavioral health senior vice president chief operating officer service line leader ortho senior vice president chief operating officer service line leader heart institute senior vice president chief operating officer service line leader cancer institute senior vice president service line leader senior vice president delivery system integration senior vice president facility design and oversight senior vice president health and well-being senior vice president parkview physicians group operations deployment senior vice president supply and support services president community hospitals vice president clinical integration vice president construction vice president employee strategies vice president finance vice president marketing/communications/community relations vice president nursing randallia vice president operations - cancer institute vice president patient care services community hospitals vice president parkview physicians group finance vice president parkview physicians group physician practices vice president strategy and business development vice president surgical services parkview regional medi”

“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, 2016 was 573. The total number of employees reported on form w-3 and filed by the common paying agent, ph, for the year ended december 31, 2016 was 12,046. For purposes of completing form 990, part v, line 1a and 2a, the number reported for parkview health system, inc. Was 297 and 4,053 respectively.”

“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.”

“Certain items have been reclassed on the beginning of year balance sheet in order to be consistent with irs form 990 instructions.”

“Asset adjustment transfers 20,419. Book/tax diff from k-1's 15,922,487. Current year earnings transferred from 501( c )3's 185,241,221. Amortize bond swap oci 42,600. Adjust oci for pension 16,316,268. Clear due to/from parkview whitley long term care -57,953,341.”

“Effective december 1, 2014, parkview whitley hospital divested the parkview whitley long term care operations to an independent third party. As part of the divestiture agreements, parkview whitley long term care maintained responsibility for the collection and payment of certain receivables and liabilities. As of march 31, 2016, parkview whitley hospital management determined these activities were complete and the decision was made to close out accounts on the parkview whitley long term care balance sheet. At the time of this decision, the parkview whitley long term care balance sheet was comprised of internal receivables and liabilities associated with other parkview health related entities. The balance sheet was closed out through the transferring of net assets to and from related parkview entities in settlement of these internal receivables and liabilities.”