Western Maryland Health System Foundation Inc.

“On an annual basis, the executive committee of the Board of Directors meets to review IRS form 990 before it is filed with Internal Revenue Service. The Chief Financial Officer (CFO) presents an executive summary and then provides a detailed review and explanation of each form. Any open items or questions are resolved prior to the filing of the form. Subsequent to its review, the executive committee reports back to the board regarding its oversight of the form 990.”

“The WMHS Board of Directors is charged with monitoring proposed or ongoing transactions for conflict of interest and addressing any potential or actual conflicts. Pursuant to the conflicts of interest policy, an annual conflict of interest questionnaire, aimed at determining any family or business relationships and transactions or other transactions that may pose a potential conflict is distributed to all interested persons-ie board members, officers and executive leadership or key employees. Interested persons are required to disclose real or potential conflicts at the time when such conflicts arise. When someone becomes an interested person and annually thereafter, each interested person is required to sign a statement affirming that her/she 1 - has received a copy of the conflicts of interest policy and 2- has read the policy and understands said policy and 3-agrees to comply with all requirements of the policy, including completing the conflicts of interest questionnaire. The completed questionnaires are reviewed by t he Board of Directors. The procedures for addressing any conflict of interest includes, but is not limited to, the following - 1 - the conflicting interest is fully disclosed to the Board, 2-the interested person responds to factual questions related to the substance of the transactions or arrangement being considered, after which he/she shall leave the meeting, 3-the person with the conflict of interest is excluded from the discussion and approval of such transactions, 4-alternatives to the proposed transactions are investigated, competitive bids or comparable valuations are obtained, 5-the transaction or action must be approved by a majority of disinterested persons.”

“The Board appoints a compensation committee of independent directors without a conflict of interest with respect to the compensation arrangement, responsible for setting reasonable compensation packages for each officer or key employee, including the CEO. The committee develops, consistent with organizational philosophy and principle, the annual performance goals and criteria to be used in determining merit increases and variable compensation. The committee also hires and independent compensation and benefits specialist to review, analyze and provide benchmarking data for the total compensation and benefits packages. Comparability data is obtained for similiar job responsibilities. Written records of all analyses are maintained to support decisions related to key employees and officers.”

“The Board appoints a compensation committee of independent directors without a conflict of interest with respect to the compensation arrangement, responsible for setting reasonable compensation packages for each officer or key employee, including the CEO. The committee develops, consistent with organizational philosophy and principle, the annual performance goals and criteria to be used in determining merit increases and variable compensation. The committee also hires an independent compensation and benefits specialist to review, analyze and provide benchmarking data for the total compensation and benefits packages. Comparability data is obtained for similar job responsibilities. Written records of all analyses are maintained to support decisions related to key employees and officers.”

“While the federal tax laws do not mandate that the organizations governing documents, conflicts of interest policy and financial statements be made available for public inspection, the organization makes its financial statements available upon request.”

“Gain on Trusts - 30,198Market value adjustment on trusts - 215,713Transfer earnings on restricted account - 72,688Correct donations from FY13 - (1,050)Total - 317,549”