Edward-Elmhurst Healthcare

“A detailed compensation review of the top executives, including the Chief Executive Officer, is conducted annually. Market data is collected and assessed by an external independent compensation consultant who specializes in compensation consulting within the healthcare industry. The work product from this study is reviewed separately with Endeavor Health legal counsel. Market data for base and variable compensation is assessed annually for integrated delivery systems and academic medical centers that are similar in size and complexity. The market assessment includes assessing job content in order to make appropriate market data comparisons. Specific recommendations are then reviewed, discussed and approved as appropriate with the Endeavor Health Compensation Committee, in session with legal counsel present, in advance of implementation.”

“Joseph Dant, Kimberly Darey, Jason Ogden, Lydia Andrasz, and Shivani Bautista - Business relationship”

“The sole member of Edward-Elmhurst Healthcare is Endeavor Health, an Illinois not-for-profit corporation operating as the health system parent.”

“The Board of Trustees of the system parent, Endeavor Health, elects individuals to fill the offices of the directors whose terms of office are due to expire at the end of the fiscal year during their annual meeting.”

“Endeavor Health, through action of the Endeavor Health Board of Trustees or President & CEO, holds the following reserved powers over Edward-Elmhurst Healthcare: - Ratification of amendments or restatements of the Articles of Incorporation or Bylaws/Operating Agreement of the Corporation and any Affiliate Entity only if altering the powers reserved to the Corporation which are set forth below; - Approve any acquisition, affiliation, joint venture, merger, corporate consolidation or restructuring, sale of all or substantially all of the assets or similar transaction by or involving the Corporation any Affiliate Entity above a designated dollar threshold set by the System Parent Board from time to time, as well as a dissolution or liquidation of the Corporation and any Affiliate Entity or termination of any affiliation or joint venture of the Corporation and any Affiliate Entity above a designated dollar threshold set by the System Parent Board; - Approve the filing of any petition for bankruptcy of the Corporation and any Affiliate Entity; - Ratifying the annual operating and capital budgets and strategic plans for the Corporation and any Affiliate Entity; - Until the fifth (5th) anniversary of the Effective Date of closing of the transaction under the System Affiliation Agreement, any closure or permanent repurposing of any material licensed health care facility owned or operated by the Corporation or any of the Affiliate Entities; - Approve the nomination and/or remove with cause any member of the board of directors of the Corporation or any Affiliate Entity; - Approve any settlement or compromise of any legal proceeding, suit, claim, regulatory or other action involving the Corporation or the Affiliate Entities involving any corporate integrity agreement, settlement or judgment that alters, materially, the manner in which the Corporation or any Affiliate Entity conducts or operates its organization or business; and - Approve indebtedness and unbudgeted capital expenditures for the Corporation or any Affiliate Entity above a designated dollar threshold set by the System Board of Directors from time to time. - The System Parent, through actions of the System Parent President or his or her designee, shall have the exclusive power to: - Develop, approve and modify annual operating and capital budgets and strategic plans for the Corporation and the Affiliate Entities for ratification by the System Parent Board; - Determine all material changes in the clinical programs and services to be provided by the Corporation and Affiliate Entities, including the establishment, expansion, reconfiguration, reduction or discontinuation of clinical programs and services; - Any discontinuation of a "category of service" (as defined by the Illinois Health Facilities Services Review Board) and any closure or permanent repurposing of any material licensed health care facility owned or operated by the Corporation and Affiliate Entities; - Initiate and/or approve amendments or restatements of the governing documents of the Corporation Affiliate Entities subject to the above provisions; - Establish or change existing medical education programs; - Approve indebtedness and unbudgeted capital expenditures above a designated dollar threshold set for the Corporation and Affiliate Entities by the System Parent Boards from time to time; - Establish, amend or terminate third-party payor relationships of the Corporation and Affiliate Entities; - Approve ordinary course of business contractual relationships between the Corporation and Affiliate Entities and a third party involving: (1) consideration in excess of a designated dollar threshold set for the Corporation and Affiliate Entities by the System Parent Board from time to time, (2) a restrictive covenant applicable to the Corporation and Affiliate Entities; or (3) a term in excess of three (3) years that cannot be terminated without cause; - Approve any changes to any of the Corporation's or Affiliate Enti”

“The Form 990 was reviewed by executive management and an outside accounting firm. The Form 990 was then provided to the NS-EE Holdings' Board of Trustees for review for the ability to ask questions of management prior to filing.”

“All officers, directors and employees are required to report potential conflicts of interest to the Compliance Officer when his/her circumstances could create a conflict of interest, or prior to their arising, so that the health system can proactively review the report to identify actual and potential Conflicts of Interest. In addition, on an annual basis, members of the Board of Directors, Corporate Officers, and other key employees will be provided with a Conflict of Interest Questionnaire, which is used for purposes of reporting potential Conflicts of Interest. Subsequent to reporting, and depending on the nature of the matter, the Compliance Officer will review the reported information and arrive at a determination regarding the matter based upon his/her knowledge of the organization and/or in consultation with other members of management. Determinations will be reviewed with the Executive Leadership Team or designee for members of management, all categories of physicians, and the Board of Directors. Determinations will be reviewed with the Board of Directors for senior management and members of the Board of Directors. If it is determined that a Conflict of Interest exists, appropriate mitigating or remedial measures may be taken through a management plan. If a management plan has yet to be developed and the individual is involved in discussion related to his/her conflict, the individual must disclose the Conflict of Interest to those involved in the conversation and must recuse him/herself from participating in the conversation and making a decision on behalf of the health system. If this conversation takes place at a Board meeting, the minutes of the meeting should reflect the fact that the Conflict of Interest has been disclosed and the individual has recused him/herself. If the issue or circumstances cannot be adequately addressed through a management plan or if the proposed or actual arrangement is inconsistent with the health system's Guiding Principles for Conflicts of Interest, the conflict will be eliminated. Disclosure of the management plan may be made to appropriate individuals or committees, which may include patients, students, a department, group, or others as necessary. Monitoring and oversight of Conflicts of Interest and management plans will be conducted by the Executive Leadership Team. In the event that an individual engages in prohibited activities or does not provide prompt or transparent Reporting in compliance with this policy or does not comply with a determination and/or management plan, a review will be performed and appropriate corrective action may be taken, including retraining, referral for further action, termination of employment, termination of the agreement with the health system, or removal from the Board of Directors.”

“Currently, the organization's governing documents and conflict of interest policy are available upon request. If a request is received for this information, it is forwarded on to either the legal department or the finance department, and the materials would then be provided to the requestor. Audited financial statements are available on the emma (electronic municipal market access) website at www.emma.msrb.org.”

“Epic Computer Services - Total Revenue: 193901, Related or Exempt Function Revenue: , Unrelated Business Revenue: , Revenue Excluded from Tax Under Sections 512, 513, or 514: 193901; cafeteria - Total Revenue: 9, Related or Exempt Function Revenue: , Unrelated Business Revenue: , Revenue Excluded from Tax Under Sections 512, 513, or 514: 9; Parking garage revenue - Total Revenue: 2046, Related or Exempt Function Revenue: , Unrelated Business Revenue: , Revenue Excluded from Tax Under Sections 512, 513, or 514: 2046; Miscellaneous revenue - Total Revenue: 400635, Related or Exempt Function Revenue: 400635, Unrelated Business Revenue: , Revenue Excluded from Tax Under Sections 512, 513, or 514: ;”

“PHYSICAN FEES - Total Expense: 36553259, Program Service Expense: 34690439, Management and General Expenses: 1862820, Fundraising Expenses: ; PURCHASED SERVICES - Total Expense: 29602660, Program Service Expense: 28094055, Management and General Expenses: 1508605, Fundraising Expenses: ; AGENCY FEES - Total Expense: 1986994, Program Service Expense: 1885733, Management and General Expenses: 101261, Fundraising Expenses: ;”

“Net asset transfers from affiliates - 369110; Internal Transfer for Community Investment Fund - 4999980; Nonoperating pension adjustment - 15350; Illinois Health Partners Equity - -2257; Total - 5382183;”

“Edward-Elmhurst Healthcare follows the mission of Endeavor Health. The mission of Endeavor Health is to "help everyone in our communities be their best." Central to this mission is a commitment to providing clinical programs and services that meet community health needs, while also pursuing continuous improvement to identify and understand future needs.”