Fayette Physician Network Inc.

“The Articles of Incorporation were amended effective July 1, 2019 to remove UPMC Community Medicine, Inc. as a member of Fayette Physician Network, Inc. leaving Fayette Regional Health System as the sole Member of the Corporation.”

“The sole member of Fayette Physician Network, Inc. FPN is FPNs parent company, Fayette Regional Health System, a PA non-profit corporation.”

“The sole member has power to a elect all of the Directors except ex-officio Directors of the Corporation b remove at any time one or more of the Directors except ex-officio Directors and/or officers of the Corporation without cause c approve all capital and operating budgets of the Corporation and amendments thereto d approve all fundamental transactions of the Corporation, including without limitation, any amendments to Articles of the Corporation and any merger, consolidation, division, transfer of all or substantially all assets, dissolution, or liquidation of the Corporation e approve any and all amendments of the Bylaws of the Corporation and f approve and/or take any other actions as are reserved to the Sole member by virtue of these Bylaws or any resolutions enacted by the Corporation from time to time or as required of the Sole Member by virtue of its status as sole member of the Corporation. The Sole Member of the Corporation may initiate any such actions and/or amendments listed in c - f above, provided however, that any such actions and/or amendments must be approved by the Corporation and Sole Member prior to its implementation. The Corporation shall not unreasonably withhold its approval for any action and/or change recommended by the Sole Member.”

“The 990 was presented to all voting members of the Finance and Audit Committee of the organizations parent for review at the May 2021 Board Meeting. After review by the Finance and Audit Committee, a full copy of the 990 was made available to the entire Board of the Corporation.”

“The Business Ethics department of the parent organization periodically reviews all potential conflicts, transactions and relationships to see if substantive. All potential new conflicts are reviewed by the Business Ethics department and the concept is covered during annual training. The department will report actual or possible conflicts to the FRHS Executive Committee of the Board for evaluation. The Committee shall determine whether a conflict exists. The Committee is empowered to take corrective action as necessary, including refraining from participation in certain Board decisions.”

“The organizations governing documents, conflicts of interest policy and financial statements are available by contacting the CEOs office or the Finance department. A copy will be mailed upon request.”

“Fayette Physician Network Inc. FPN was formed as a joint venture effective July 1, 2012 between Fayette Regional Health System, Inc. FRHS 50 and UPMC Community Medicine CMI 50. As of June 30, 2019 the joint venture dissolved and CMI transferred its 50 membership interest in FPN to FRHS making FPN a wholly owned subsidiary of FRHS during FY20. Prior to dissolution, FPN provided both inpatient emergency department and hospitalist physician services to Uniontown Hospital, an affiliated organization. After dissolution, Uniontown Hospital entered into a purchased services agreement with WVU Medicine to staff the emergency department and hospitalist physician services therefore, these services were discontinued at FPN. The following services were also discontinued by FPN after dissolution pulmonolgy, orthopedics, and pediatrics. Additionally, after dissolution the primary care offices were centralized into the two largest offices and the sugical practice relocated into an on-campus multi-specialty clinic with the addition of cardiology services.”

“Other changes in net assets is comprised of 1 4,668,241 increase in net assets resulting from a settlement payment from CMI in conjunction with the dissolution of the partnership. FPN transitioned to a wholly owned subsidiary of FRHS. Fayette Physician Network Inc. FPN was formed as a joint venture effective July 1, 2012 between Fayette Regional Health System, Inc. FRHS 50 and UPMC Community Medicine CMI 50. As of June 30, 2019 the joint venture dissolved and CMI transferred its 50 membership interest in FPN to FRHS. 2 10,861,682 increase in net assets resulting from fund transfers in from parent/subsidiary.”

“Due to the dissolution of the FPN joint venture and Fayette Regional Health System, Inc. assuming 100 owernership of FPN, all processes related to FPN financial statements and reporting are now the responsibility of the FRHS Finance Committee.”