Swedishamerican Hospital

“SwedishAmerican Health System Corporation (SAHSC) is the sole corporate member of SwedishAmerican Hospital.”

“SwedishAmerican Health System Corporation is the sole corporate member of SwedishAmerican Hospital and as such appoints all trustees.”

“SAHSC shall have powers and voting rights to do the following: (a) Appoint all the Trustees of the Hospital. (b) Elect the President and Chief Executive Officer of SAHSC, who shall automatically become the Hospital's President and Chief Executive Officer (this officer is sometimes also referred to in these Bylaws as the "President"). (c) Approve expressly all amendments to the Hospital's Articles of Incorporation and Bylaws. (d) Approve annual budgets, and strategic, long-range and health manpower development plans of the Hospital. (e) Approve all contracts of indebtedness that exceed One Million Dollars ($1,000,000.00) in principal amount or that are effective for longer than sixty (60) months. "Contracts of Indebtedness" shall mean notes, bonds or other written evidences of borrowings. (f) Approve all plans of merger or consolidation of the Hospital; or the sale, lease, exchange, mortgage, pledge or other disposition of all or substantially all, the property and assets of the Hospital; or a voluntary dissolution of the Hospital. (g) Require the Hospital's Board of Trustees to take any action (including amending the Hospital's Articles of Incorporation or Bylaws), or to modify or rescind an action already taken, if either the Hospital or SAHSC receives notification from a federal agency that failure to take the action, or to modify or rescind an action already taken, may result in the Hospital's failure to obtain or maintain its exemption as an organization described m Section 501(c)(3) of the Code; provided, however, that: (i) SAHSC shall exercise this authority only to the extent necessary to eliminate the basis for the federal agency's position and only after the Hospital and/ or SAHSC have exhausted other alternative means available to each of them to address the matter (to the extent the exhaustion of such other alternatives will not, through lapse of time or otherwise, cause the Hospital not to obtain or maintain its federal tax exemption); and (ii) in the event SAHSC is required to exercise this authority, prior to or as soon as possible thereafter, the Hospital's Board of Trustees and SAHSC jointly shall use their best efforts to develop a mutually acceptable plan of action to appropriately address the objections of the Hospital's Board of Trustees, if any, to the actions of SAHSC.”

“A draft version of the Form 990 was reviewed by the Chief Financial Officer. The entire Board of Trustees were provided with a copy of the Form 990 before it was filed.”

“The organization regularly and consistently monitors and enforces compliance with its conflict of interest policies, which apply to all members of the Board of Trustees and to all employees. Procedures are in place to identify conflicts of both trustees and employees. Trustee conflicts are handled by Board deliberation and Board vote from which the interested director is excluded. Employee conflicts are handled by the compliance department and in certain instances may require separate Board action. The Board is provided with periodic compliance reports regarding conflicts of interest.”

“All compensation is determined by the Executive Compensation Committee of SwedishAmerican Health System Corporation and is paid by SwedishAmerican Hospital. All compensation decisions are made by independent persons. With respect to the President & CEO and other Officers, SwedishAmerican Health System Corporation follows a compensation approval procedure annually that involves approval of proposed and final compensation arrangements by SwedishAmerican Health System Corporation's Executive Compensation Committee using comparability data, as well as contemporaneous documentation of compensation decisions in the minutes.”

“The governing documents, conflict of interest policy and financial statements have not been made available to the public. The consolidated audited financial statements of SwedishAmerican Health System, which includes SwedishAmerican Hospital, are available upon request.”

“Professional Fees: Program service expenses 22,885. Management and general expenses 1,549,196. Fundraising expenses 0. Total expenses 1,572,081. Outside Labor: Program service expenses 62,080,731. Management and general expenses 7,059,333. Fundraising expenses 0. Total expenses 69,140,064. Misc. Professional Fees: Program service expenses 50. Management and general expenses 1,441,585. Fundraising expenses 0. Total expenses 1,441,635. Purchased Services: Program service expenses 14,449,310. Management and general expenses 1,129,279. Fundraising expenses 0. Total expenses 15,578,589.”

“Joint Venture Book/Tax Difference -310,200.”