Central Community Hospital

“The Executive Conmittee shall consist of the officers of the Board. Ihe Chair of the Board shall chair the Executive Committee. The Executive Committee shall have and may exercise the power and authority of the Board when necessary or advisable between the meetings of the Board. The Executive Committee shall report all of its actions to the Board at the next regular or special meeting of the Board. and such actions shall be subject to revision and alteration by the Board at such meeting; provided, however, that the rights of third parties shall not be affected by the any such revision or alteration. The Executive Comrnittee shall be charged with the duty of reviewing the Bylaws at least annually and recommending to the Board of Directors and the Member any amendments. The Executive Committee shall oversee compliance of the hospital with requirernents of regulatory bodies. The Executive Committee shall meet on the call of the Chair.”

“The sole member of the Organization is Mercy Community Hospital Group, LLC of which Mercy Health Network, Inc. is the sole member.”

“The sole member, Mercy Community Hospital Group, LLC, is responsible for the appointment and removal of the Organization's directors and Board Chair from individuals nominated by the Board.”

“The Member has reserved powers related to the following: * Approval of amendments to the Corporation's Governance Documents; * Approval of appointment and removal of the Corporation's directors aud Board Chair: * Approval of appointment and removal of the Administrator: * Recommend annual capital expenditures and operating budgets for the Corporation; * Recommend periodic business plans for the Corporation: * Recommend a major change (merger, consolidation, transfer, sale or encumbrance of all or substantially all assets) affecting the Corporation: * Approval of Clinical Quality and Safety lmplementation Plan, Patient Satisfaction Plan. Employee Satisfaction Plan and Physician Satisfaction Plan for the Hospital; * Approval of annual review of the Hospital's quality and safety; * Approval of appointments to the Hospital's Medical Staff, * Approval of philanthropy plan of the Corporation; * Approval of contracts in which the Corporation is Financially Obligated up to $2,000,000. Mercy Health Network, Inc. the sole member of the member, has the following reserved powers: * Approval of changes in Required Provisions in the Corporation's Governance Documents; * Approval of annual capital expenditure and operating budgets for the Corporation: * Approval of periodic business plans for the Corporation; * Approval of major changes (merger, consolidation, transfer. sale or encumbrance of all or substantially all assets) affecting the Corporation; * Recommend acquisition, sale or encumbrance of a Material Asset of the Corporation; * Approval of a new Joint Venture entered into by the Corporation; * Approval of quality and safety standards adopted by the Corporation; * Approval of Clinical Quality and Safety implementation Plan, Patient Satisfaction Plan. Employee Satisfaction Plan and Physican Satisfaction Plan for the Hospital; * Approval of selection of auditors for the Corporation and its subsidiaries; and * Approval of contracts in which the Corporation is Financially Obligated between $2,000,000 and $5,000,000. Trinity Health Corporation and CommonSpirit Health as members of Mercy Health Network have the following reserve powers: * Approval of the acquisition, sale or encumbrance of a Material Asset of the Corporation; and * Approval of contracts in which the Corporation is Financial Obligated in excess of $5,000,000.”

“No committees have authority to act on behalf of the board.”

“The Form 990 is made available to all Board Members before it is filed. The CEO reviews and approves the 990.”

“Any duality of interest or possible conflict of interest on the part of any Board member and officer is disclosed to the other members of the Board and made a matter of record through an annual procedure and also when the interest becomes a matter of Board action. Any individual having a duality of interest or possible conflict of interest on any matter should not vote or use his or her personal influence on the matter and should not be counted in determining the quorum for the meeting, even where permitted by law. The minutes of the meeting reflect the disclosure, the abstention from voting, and the quorum situation. Any new member of the Board will be advised of this policy upon entering on the duties of office. The governing board and CEO complete and sign the conflict of interest form yearly. The forms are reviewed by the Board President, and if a potential conflict is identified the Board President follows up.”

“Central Community Hospital is a wholly owned entity of Mercy Health Network, Inc. d/b/a MercyOne. MercyOne is a joint venture between CommonSpirit Health and Trinity Health Corporation. The CEO is leased to Central Community Hospital from Catholic Health Initiatives - Iowa Corp dba MercyOne Des Moines Medical Center, which is a wholly owned subsidiary of CommonSpirit Health. The process for determining compensation for the CEO is based on salary adjustment recommendations using various tools. The process includes a 360-degree annual evaluation, CEO wage scales from a variety of sources and the CommonSpirit Health compensation system. All of the tools include a review of wages in comparison to comparable positions, bed size of hospital, size of community, and other factors. Human Resources of CommonSpirit Health documents and provides substantiation of the recommended CEO wage to the board. The process is done on an annual basis.”

“The Organization's governing documents and conflict of interest policy are available upon written request. The financial statements are attached to the Form 990 and therefore available for public inspection.”

“Purchased services: Program service expenses 490,670. Management and general expenses 493,739. Fundraising expenses 0. Total expenses 984,409. Contract Labor: Program service expenses 1,523,935. Management and general expenses 18,635. Fundraising expenses 0. Total expenses 1,542,570.”

“Change in interest in net assets of Central Community Hospital Foundation 23,744.”