Confluence Health System

“Any committee, to the extent provided in the resolution of the Board, will have and may exercise any of the powers and authority of the Board, except that committees shall not have any power or authority as to the following: (i) electing, appointing, or removing any member of any such committee or any Board Member or officer of the Health System; (ii) amending, altering or repealing of the Bylaws; (iii) amending, altering or repealing of the articles of ncorporation; (iv) adopting a plan of merger or adopting a plan of consolidation with another corporation; (v) uthorizing the sale, lease, or exchange of all or substantially all of Confluence's or the Health System's property and assets not in the ordinary course of business; (vi) authorizing Confluence's or the Health System's voluntary dissolution or revoking proceedings therefor; (vii) adopting a plan for the distribution of Confluence's or the Health System's assets; (viii) amending, altering, or repealing any Board resolution which by its terms provides that it shall not be amended, altered, or repealed by such committee; (ix) the fixing of Board Members' compensation; or (x) action on matters committed by the Bylaws or by Board resolution to another Board committee. The standing committees of the Board of Directors (the "Standing Committees") shall include a Finance Committee, a Quality Enhancement and Safety Committee, an Audit and Enterprise Risk Management Committee, a Governance and Strategic Planning Committee, and a Human Capital and Compensation Committee having such powers and duties delegated by the Board that are not inconsistent with Section 3 hereof or any existing delegation of powers to a committee of Board Members. Standing Committees shall have at least one Clinic Member and one Community Member.”

“Confluence Health and Affiliates share the same board as part of the operating structure. As such, all board members serve with each other in a similar capacity on related organizations. Additionally, some board members are minority owners in an entity that has a professional services agreement with Confluence Health.”

“A copy of the Form 990 is reviewed by the Chief Financial Officer and Vice President of Finance. Subsequent to this review the Form 990 is reviewed by the governing board before being filed with the IRS.”

“Board members, executive team members, and directors are required to review the current conflict of interest policy and complete an annual questionnaire. The nominating committee of the board reviews questionnaires of existing and new members for potential conflicts of interest. Any potential conflicts of interest are resolved by the nominating committee. The executive team reviews questionnaires submitted by the executive team members and directors for potential conflicts of interest. Potential conflicts of interest are resolved by the executive team in collaboration with the corporate compliance officer. Review of all conflict of interest statements is noted within the board minutes.”

“The compensation committee of the governing board annually reviews independent salary survey information and recommends a salary and/or a salary increase for the CEO to the governing board. The other officers receive an annual percent increase which non-contractual employees receive unless the CEO awards a different percentage. The amount is, typically, based on current CPI, market and salary survey information.”

“Confluence Health's governing documents, conflict of interest policy, and audited financial statements are available to the public upon request.”

“Contract Labor: Program service expenses 259,087. Management and general expenses 0. Fundraising expenses 0. Total expenses 259,087. Professional Fees: Program service expenses 3,564,098. Management and general expenses 76,804. Fundraising expenses 0. Total expenses 3,640,902. Professional Fees - Managed Care: Program service expenses 136,505,842. Management and general expenses 0. Fundraising expenses 0. Total expenses 136,505,842. Professional Fees - PSA's: Program service expenses 0. Management and general expenses 113,157. Fundraising expenses 0. Total expenses 113,157. Professional Fees - ACO: Program service expenses 413,327. Management and general expenses 0. Fundraising expenses 0. Total expenses 413,327. Purchased Services: Program service expenses 9,730,917. Management and general expenses 1,019,073. Fundraising expenses 0. Total expenses 10,749,990.”

“Adjustment due to financial statement restatement -3,949,433.”