Healthspan Partners

“Christine O'Neill, Christine E. Morris, Joseph O'Shea, Katherine Vestal, Gerard Kells, Janet Reid, Jennifer O'Brien, Katherine A. Arbuckle, Peter F. Maddox, Raja Rajamannar, Wael Haidar, Deborah Bloomfield, Travis Crum - Business relationship, The organization's trustees and officers served together on the boards of other organizations within the Bon Secours Mercy Health System ("the System"), as well as joint ventures in which the System had an ownership interest. See Schedule R for a listing of such entities. - Business relationship”

“In the code of regulations the reserved powers of the board were revised to reflect its authority to approve the annual consolidated strategic plan and the annual consolidated financial plan of the corporation and any wholly owned subsidiary, to exclude the authority to remove, with or without cause, any trustee or director of any first tier subsidiary of Health Select Services, LLC, to expand the scope of approval of any merger to include any merger of the corporation or any wholly owned subsidiary or any transfer by any means of substantially all assets of a wholly owned subsidiary (other than merger with or transfer to another wholly owned subsidiary), to expand the appointment of any independent auditors and the executive compensation review to include any wholly owned subsidiary, and to add a reserve power to approve the creation of any new legal entity that does not adopt one of the corporation's standard model of governance documents. The reserved powers of the CEO were revised to include the power to act under his or her reserved powers on his or her own motion versus after receiving a recommendation of the board. The power of the CEO to approve the annual strategic plan and annual financial plan of a first tier subsidiary was reserved to the corporate board. The reserve power of the CEO was expanded to include the approval of any dissolution or termination of existence of any wholly owned subsidiary (which does not have assets or annual operations in excess of $15M) and to determine the distribution of such non material assets, if any. The reserve power of the CEO was expanded to include the approval of any merger of any wholly owned subsidiary (which does not have assets or annual operations in excess of $15M) or any transfer by any means of substantially all of its assets (other than merger with or transfer to another wholly owned subsidiary). The reserve power of the CEO was expanded to include the approval of any investment by a wholly owned subsidiary in a partially owned subsidiary, as prescribed from time to time by the board in a written document. The power to approve the creation of any new legal entity that adopts the corporation's standard models of governance documents was reserved to the CEO.”

“The Form 990 is prepared by the BSMH Tax Department and reviewed by an independent accounting firm and management. Once the Form 990 is reviewed by all applicable parties a copy of the final version is provided to all members of the governing body prior to filing.”

“BSMH maintains a written and board approved Conflict of Interest Policy. The policy requires board members, officers, directors and key employees to annually disclose interests that could give rise to conflicts. The Integrity and Stewardship Committee (ISC) of the BSMH Board has the ultimate responsibility for Conflict of Interest, including the Policy implementation, compliance monitoring, and enforcement. Through the ISC, the Policy establishes the annual and ongoing requirement to make disclosures. BSMH Compliance Department reviews all Conflict of Interest disclosures to determine if a disclosed matter constitutes a potential Conflict of Interest requiring management intervention. The review constitutes an independent evaluation of all available facts and circumstances by a disinterested party. Potential Conflicts are shared with the disclosing individual's board chair or supervisor ("Leader"), and in collaboration with the BSMH Compliance Department, the Leader will conclude if an actual conflict exists and, if so, determine how it will be managed. Depending on the facts and circumstances, resolutions may include, but are not limited to, ongoing disclosure, recusal from board or committee deliberations and decision, or removal of the conflict. Upon the completion of the annual review process and review with the individual's Leader, the BSMH Compliance Department reviews all potential and actual conflicts and how they will be managed with the ISC Chair for input prior to submission to the ISC. The ISC will review such recommendations and either approve or request changes until approval may be granted. BSMH Board, BSMH Board committees, Bon Secours Mercy Ministries, BMSH Insurance Company, Market Boards, subsidiary Boards, ACO/CIN Boards, and Acute and Ambulatory Pharmacy committees will receive a report of conflicts identified for the respective Board or committee members that includes accountable chair or leader and a summary of the plan for managing or other action(s) taken with respect to the conflict reported.”

“Governing documents are maintained on the Ohio Secretary of State website and are available upon request. Audited consolidated financial statements are issued annually and are available upon request.”

“Other Progrm Service Revenue - Total Revenue: 181803, Related or Exempt Function Revenue: 181803, Unrelated Business Revenue: , Revenue Excluded from Tax Under Sections 512, 513, or 514: ;”

“The corporation began operating accountable care organizations and clinically integrated networks in 2024. The purpose of these activities aligns with the organization's mission to promote the health of the communities it serves through oversight of the provision and support of seamless, integrated healthcare in a manner that promotes high quality care and reduced costs.”

“Shared Savings Distributions and Quality Distributions - Total Expense: 66593384, Program Service Expense: 66593384, Management and General Expenses: , Fundraising Expenses: ; Shared Services Assessment - Total Expense: 5145785, Program Service Expense: 4373917, Management and General Expenses: 771868, Fundraising Expenses: ; Consulting - Total Expense: 3060574, Program Service Expense: 2601488, Management and General Expenses: 459086, Fundraising Expenses: ; Maintenance and Service Contracts - Total Expense: 289918, Program Service Expense: 246430, Management and General Expenses: 43488, Fundraising Expenses: ; Medical and Professional Fees - Total Expense: 85810, Program Service Expense: 85810, Management and General Expenses: , Fundraising Expenses: ; Other purchased services - Total Expense: 2786106, Program Service Expense: 2368191, Management and General Expenses: 417915, Fundraising Expenses: ;”

“Transfers to/from Affiliates - 676138; Non-Controlling Interest - -29631592; Equity Transfers - XXX-XX-XXXX; Total - 78336585;”