Monument Health Rapid City Hospital Inc.

“The membership of the Executive Committee of the corporation shall consist of the following: Chairman of the Board of Directors, Vice Chairman of the Board of Directors, Secretary, Treasurer, the Chief of the Medical Staff of Rapid City Regional Hospital, the most recent past Chairman of the Board of Directors unless such person is otherwise a member of the Committee (and only if the person continues to be a member of the Board of Directors), and the Corporation's CEO. The Chairman of the Board of Directors shall serve as Chairman of the Executive Committee. Directors on the Executive Committee shall serve during the term of office they hold which places them on the Executive Committee, or as otherwise provided by the Board of Directors. The Executive Committee, when the Board of Directors is not in session, shall have and may exercise all of the authority of the Board of Directors, except to the extent, if any, that such authority shall be limited by a motion or resolution of the Board of Directors. It is intended that the powers of the Executive Committee to act for the whole Board be confined to such urgent matters as reasonably should not be deferred until the next regularly-scheduled meeting of the full Board.”

“The organization considers some members of the Board to not be independent because they are actively practicing physicians on its or its related entities' medical staffs or, is an employee of the organization.”

“Charles E. Hart, MD has a business relationship with the following individuals due to being the CEO of the supporting organization that exercises reserve powers over the supported organizations that employ each of these individuals: Timothy Sughrue, Joseph Sluka Jr., Mark Thompson, James Keegan MD, Robert Allen Jr. MD, Allan Berreth, Mark Brodin, Sharmila Chandran, Paul W. Clemments, Michael Diedrich, Jeanne Galbraith, Dale Gisi, Rita Haxton, Jennifer Horton, Suzanne Koehler, Richard Latuchie, Mary Masten, and David Klocke.”

“Regional Health, Inc. is the sole member of Rapid City Regional Hospital, Inc.”

“The organization's sole member and supporting organization, Regional Health, Inc., appoints the members of Rapid City Regional Hospital's governing body. The bylaws require that at least two members of Rapid City Regional Hospital's board also serve as voting members of the sole member's board to better assure the sole member's continued responsiveness to Rapid City Regional Hospital.”

“Regional Health, Inc. provides compliance, governance, financial, and planning support to its Supported Organizations to best assure the functions and services of the Supported Organizations are coordinated and supported in a manner that furthers the shared charitable mission of the Supported Organizations and RHI, as a whole (the System). Regional Health, Inc. has final authority in business decisions made by Supported Organizations.”

“The 990 is prepared and reviewed by an independent accounting firm. It is then reviewed internally by finance and legal management. The Form 990 is further reviewed, prior to filing, by the organization's board of directors through a portal to the organization's internal information system, to which each board member has access. Educational sessions have been provided to each board member on how to access the portal.”

“As a part of the annual disclosure of potential conflicts process, all board members, officers, and management receive a copy of the conflict of interest policy and sign an acknowledgement they have read and understand it. Additionally, they are each required to complete a disclosure statement. Annually, a summary list of all conflicts disclosed by board members is prepared and provided to the full board so board members are aware of the conflicts/interests of other board members and are able to point out conflicts if an individual member with a conflict forgets. Additionally, the agenda for each board meeting and each board committee meeting includes an initial agenda item "Conflicts of Interest" where board members are asked if they have any conflicts related to the other items on the agenda. All employees are covered by the conflict of interest policy but completion of the annual disclosure statement is limited to board and board committee members, management, and certain physicians. When a proposed transaction involves a board member, the transaction is reviewed by the compliance and audit committee. At meetings, board members who have a conflict of interest may be invited to speak on the matter by the chairman, but are not permitted to vote on the matter and are required to leave the meeting during discussion, after they have made any comments invited by the chair. Failure to comply with this policy constitutes ground for removal from office or membership and in the case of all employees, termination of employment.”

“The compliance and audit committee of the sole member's board, a committee that includes only board members deemed "independent", determines the appropriate base salary range of the CEO of the organization and its other executive staff. The CEO of the member or his designee then determines the actual base salary of the other executives within the committee-approved ranges based on a performance evaluation conducted by the CEO or designee. For determination of the base salary ranges, as well as incentive compensation, benefit plans and perquisites (total compensation), the compliance and audit committee retains an independent consultant, Sullivan and Cotter, to provide survey/comparability data for both base salary and total compensation at least every three years. The survey/comparability data was provided in February 2013 and new market ranges were approved by the compliance and audit committee in October 2013 based on this information.”

“The Articles of Incorporation of the organization are filed in the office of the Secretary of State of South Dakota and are available to the public at the Secretary of State's website. Other documents (Bylaws, conflict of interest policy and financial statements) are not posted for the public but are available or described in other public documents or sites such as offering statements in bond issues or municipal securities rulemaking board's electronic municipal market access (EMMA) data port.”

“Bond Issues: All related corporations are equally liable for the repayment of the bonds reported on the Rapid City Regional Hospital Form 990.”

“Adj to the Funded Status of the Pension Plan 6,302,552. Medical Staff Net Loss -8,589. Net Assets Released from Restriction 254,044. Gift Shop Net Income -105,190. Auxiliary Net Income -53,047. Amortized Bond Premium 463,224. Change in Interest Swap -1,771,148. Temporarily Restricted Net Asset Changes -602,699.”

“Independent auditors are engaged by the compliance and audit committee of the Regional Health, Inc. (the parent organization) board of trustees. Final audit results, on a consolidated basis, are reported by the independent auditors directly to the compliance and audit committee.”