Vidant Medical Group LLC

“University Health Systems of Eastern Carolina, Inc. ("Vidant Health") is the sole corporate member of Vidant Medical Group, LLC.”

“As the corporate member, Vidant Health shall have the responsibility to elect or appoint the seven individual voting members of Vidant Medical Group, LLC.”

“The rights reserved to the corporate member include the rights of: a. Selling, leasing or otherwise disposing of, or agreeing to sell, lease or otherwise dispose of, all or substantially all of the assets of Vidant Medical Group, LLC; b. Winding up, dissolving, liquidating, reorganizing, or otherwise terminating the existence of Vidant Medical Group, LLC; c. Merging or consolidating Vidant Medical Group, LLC with or into any other entity or converting into any other type of entity; d. Amending the Articles of Organization or Operating Agreement, and; e. Admitting additional Members or issuing additional Membership Interests.”

“The Board Member is provided a copy of the return for review prior to filing. The return is also reviewed by the Chief Financial Officer, Chief General Counsel and the Chief Audit and Compliance Officer of University Health Systems of Eastern Carolina, Inc. (D/B/A Vidant Health) prior to filing with the Internal Revenue Service.”

“As described in the Conflict of Interest policy maintained by VH, all Officers, Board Members and Key Employees are required to complete a yearly comprehensive conflict of interest questionnaire. These are reviewed by legal counsel and any potential or actual conflicts are brought to the Board for disposition. Board Members are instructed to report any potential conflicts arising during the year for review. Board Members are required to recuse themselves from voting on issues in which they are deemed to have a conflict.”

“The compensation is determined by the Compensation and Benefits Committee of the VH Board using comparative data from like organizations and input from consultants. This process is performed every two years, the last year being 2017. It will be performed again in fiscal year 2019. Compensation of other officers and key employees is also determined by the Compensation and Benefits Committee of the VH Board using comparative data from like organizations and input from consultants. This process is performed every two years, the last year being 2017. It will be performed again in fiscal year 2019. All compensation discussions and actions are documented and approved in the minutes of the Committee.”

“The organization makes its governing documents, conflict of interest policy, and financial statements available to the public upon request for the same period of disclosure as set forth in IRC Section 6104(d).”

“Intercompany Shared Services: Program service expenses 13,747,137. Management and general expenses 433,239. Fundraising expenses 0. Total expenses 14,180,376. Physician Fees: Program service expenses 22,763,980. Management and general expenses 0. Fundraising expenses 0. Total expenses 22,763,980. Other Service Contracts: Program service expenses 4,997,850. Management and general expenses 157,506. Fundraising expenses 0. Total expenses 5,155,356.”

“Net Asset Transfer 55,488,044.”