Franciscan Community Benefits Services Inc.

“SR. FRANCIS CLARE RADKE, JUDY AMIANO, James Stark, andrew duren, RONALD TINSLEY, TRACY SHEARER AND DENISE BOUDREAU. - Business relationship”

“The sole corporate member of Franciscan Community Benefit Services is the Franciscan Sisters of Chicago Service Corporation ("FSCSC"). The members of FSCSC shall consist of the General Minister and the members of the General Council of the Franciscan Sisters of Chicago (the "Members"). The Members shall act in a stewardship capacity and ensure that all actions of Franciscan Community Benefit Services are consistent with the purposes of FSCSC and the ethical and religious principles of the Franciscan Sisters of Chicago and in furtherance of their apostolates and the Catholic Church.”

“The sole corporate Member, the Franciscan Sisters of Chicago Service Corporation, has the reserve power to appoint and remove directors and fill vacancies on the Board of Directors of Franciscan Community Benefit Services.”

“The Member, the Franciscan Sisters of Chicago Service Corporation ("FSCSC"), shall have the following reserved powers: (A) Strategic and Financial Plans - TO APPROVE THE CORPORATION'S STRATEGIC PLANS, ANNUAL, OPERATING, CAPITAL AND CASH FLOW BUDGETS AND SIMILAR DOCUMENTS DEVELOPED BY THE BOARD. (B) Governing document amendments and governance - 1. To approve any amendments to the articles of incorporation, bylaws or similar governing documents of the corporation; 2. To appoint and remove directors and fill vacancies on the Board of Directors. 3. To appoint or remove the chairperson and President and CEO, of Franciscan Community Benefit Services. 4. To appoint and remove the chairperson and president/executive director of any entity for which the corporation is the sole member. 5. To appoint and remove members of any advisory council or foundation of the Corporation or of any entity for which Corporation is the sole member and to approve any constitutions, policies, or other governing documents which govern the conduct of any such advisory council or foundation. 6. To approve the Corporation's exercise of the powers reserved to the Corporation in the Articles of Incorporation, Bylaws or other governing documents of any entity for which the Corporation is a member, but not the sole member. (C) Significant Actions - 1. To approve any merger, consolidation, dissolution or liquidation of Franciscan Community Benefit Services, or any affiliate, other than a merger or consolidation solely between existing affiliates, subject to approval of the Members of FSCSC; 2. To approve the purchase, sale, donation, lease, mortgage, or any other acquisition, disposition or encumbrance of any assets of Franciscan Community Benefit Services, or any entity for which the Corporation is the sole member, except with respect to transactions within the delegated Corporation, or specifically approved as part of a Strategic and Financial Plan of the Corporation; 3. To approve the establishment, termination, transfer or other acquisition or disposition of any major ministry, work or similar program by Franciscan Community Benefit Services or any affiliate, subject to approval of the Members of FSCSC; 4. To approve the creation of any new affiliate or any affiliation of the Corporation with another entity, subject to approval of the Members of FSCSC; 5. To approve the incurrence of indebtedness, or the guarantee of indebtedness of any persons, by Franciscan Community Benefit Services, or any affiliate, for amounts in excess of the FSCSC specified limits, except with the respect to transactions specifically approved as part of the Strategic and Financial Plan of the corporation; 6. To establish dollar limits below which the Corporation or any affiliate for which the Corporation is the sole member may authorize financial expenditures, including contracts involving such expenditures. 7. To establish dollar limits below which the Corporation or any affiliate for which the Corporation is the sole member may authorize litigation settlements or any release or cancellation by the Corporation of a claim or right of action against another party; 8. To approve compliance plans, accounting, investing and human resources policies, employee pension and other benefit programs and other matters to the extent determined appropriate by FSCSC for the Corporation or any entity for which the Corporation is sole member; 9. To approve ethicists, auditors, legal counsel and other significant consultants of the Corporation or any entity for which the Corporation is the sole member 10. To establish compensation ranges for employees of the Corporation or any entity for which the Corporation is the sole member, to the extent deemed appropriate.”

“Management presented a final draft of the completed form 990, including all applicable schedules, to the audit and finance committee and made the same available to all board members, prior to its filing with the internal revenue service.”

“As provided for in the conflict of interest policy, it is the responsibility of the board or committee chair to ensure that each director, officer, and member of a board committee annually signs an FSCSC approved conflict of interest disclosure statement. Copies of all signed statements are forwarded to the corporate director of compliance and standards. Key employees and highest compensated employees are required to complete an annual conflict of interest statement that is reviewed by their direct supervisor. Potential conflicts of interest of board members are brought to the attention of the board chair. After discussion with the interested person, he or she shall leave the board or committee meeting while a determination of a conflict of interest is discussed and voted on. Proposed transactions with interested persons on the board of directors or committee require the approval of the board prior to entering into the proposed transaction or arrangement. The interested person shall not be present during the presentation or the vote on the proposed transaction or arrangement. Key employees, officers and highest compensated employees are required to complete an annual conflict of interest statement that is reviewed by their direct supervisor. The supervisor will work with the compliance officer and possibly human resources in taking appropriate steps to address the potential conflict.”

“Franciscan Community Benefit Services' top management official is paid by the Franciscan Sisters of Chicago Service Corporation ("FSCSC"), a related tax exempt organization.) The board of directors of the organization has adopted an executive compensation philosophy to enable FSCSC to recruit, retain, develop and motivate capable and committed executive leaders essential to sustaining its mission and achieving its vision and organizational goals. The executive compensation committee monitors the compensation strategy to reflect changes in market conditions and executive needs. This strategy and the reward elements serve as a "road map" for the on-going administration of the compensation programs. The Board has adopted a philosophy of viewing executive compensation in its totality, considering all reward elements - both extrinsic and intrinsic, provided to executives. The executive compensation committee makes the recommendation on the compensation for the President and Chief Executive Officer with final approval from the sponsor as recommended by the FSCSC Board of Directors. FSCSC's President and Chief Executive Officer makes recommendations to the executive compensation committee for the establishment of salary ranges and salaries for the Chief Financial Officer and Chief Operating officer of the organization. The executive compensation committee of the board of directors has adopted a practice of having a third-party review of total remuneration for executive staff and obtains a letter of reasonableness every two to three years. This third party review includes: 1. Obtain and analyze comparable compensation data for similar persons in functionally comparable positions in similar organizations; 2. Contemporaneous documentation and recordkeeping with respect to deliberations and decisions regarding the compensation arrangements is maintained; 3. The process of obtaining comparable compensation data was last performed in February 2016.”

“The organization makes its governing documents, conflict of interest policy and financial statements available to the public in accordance with applicable laws and regulations.”

“THE VALUES OF FRANCISCAN COMMUNITY BENEFIT SERVICES INCLUDE: 1. Respect: reflect God in all we do; 2. Dedication: passionately carry forward this ministry entrusted to us; 3. Stewardship: responsibly using the gift of our resources; 4. Joy: give from your heart.”

“There is not a separate audit of the financial statements of the organization. However, the financial statements of the organization are included in the audited consolidated financial statements of the franciscan sisters of chicago service corporation and subsidiaries. .”