Mercy Aco Clinical Services Inc.

“Classes of members or stockholders the filing organization has a sole corporate member, mercy health. The following corporate powers and responsibilities shall be reserved to the corporate member and shall require the action or approval, as applicable, of the corporate member: -adoption of or revisions to the philosophy, mission and values according to which the corporation is operated; -approval or adoption of any amendment of the articles of incorporation of the corporation, or adoption of any amendment of these bylaws; -adoption of a plan of merger, dissolution or consolidation of the corporation; -authorization or approval, as applicable, of the sale of, or series of related sales which at the outset are intended by the corporation to ultimately result in the sale of, all or substantially all of the corporations property; -appointment of the president of the corporation (or his or her substitute or successor), in consultation with the board; -removal of the president of the corporation, with or without cause; -authorization or approval, as applicable, of the sale, conveyance, lease, transfer, or disposition of the corporations property, incurrence of debt or of encumbrance of the corporations property; -after consultation with the board, authorization or approval or amendment, as applicable, of the strategic and financial plans, goals and objectives of the corporation, including, without limitation, the operating and capital budgets, incurrence of debt, investments, financial targets and capital leases; -appointment of board members as set forth in article v; -removal of board members as set forth in article v; and, -authorization or approval, as applicable, of any unbudgeted expenditures or unbudgeted incurrence of debt by the corporation in excess of those amounts permitted by the policy established by the corporate member from time to time.”

“Description of practice re: documentation of mtgs & action of committees the bylaws provide the option of having an executive committee. However, for the tax year ending 6/30/17, there were no committees operating on behalf of the governing body.”

“Dscr of process used by management &/or governing body to review 990 the form 990 is prepared by an independent accounting firm using information provided by the filing organization. A draft form 990 is reviewed by the finance department of mercy health, to ensure accuracy and consistency with other related organizations' forms 990. After questions arising from the reviews are addressed and incorporated into the form 990, a revised draft is provided to the board of directors for review. The form 990 is then signed and filed with the irs.”

“Description of process to monitor transactions for conflicts of interest officers, directors, key employees and other disqualified persons are required to complete a conflict of interest questionnaire annually and did so in the normal course for the year ended june 30, 2017. This process is administered at the mercy health level by mercy's corporate compliance department. The questionnaires are reviewed with leadership at the local level and potential conflicts discussed and resolved. The conflicts and their respective resolutions are shared at the mercy level with a team including mercy's chief financial officer, chief compliance officer and other members of finance, legal and hr. Summary results are reviewed with mercy's stewardship committee of the board of directors. Form 990, part vi, questions 15a & 15b officers & positions for which process was used & year process was begun for those classified as officers (and thus disqualified persons), the organization relies upon mercy health, which uses the following to establish the compensation: external market salary surveys, external market salary studies, engagement of an independent compensation consultant, and review/approval of compensation by the compensation committee of the board of mercy health. For those classified as key employees, the organization relies upon mercy health, which uses the following the establish the compensation: external market salary surveys, external market salary studies, and review/approval of executive management. Compensation reviews are completed on an annual basis and a review was completed during the reporting year.”

“Avail of gov docs, conflict of interest policy, & fin stmt to gen public governing documents, conflict of interest policy, and financial statements are made available upon request but are not published publicly.”

“Vendors for the filing organization are paid by mercy health (ein 43-1423050). As such, all required form 1099 and form 1096 reporting is made for the entire mercy health system (with limited exceptions) under the mercy health ein.”

“W-3 filing most employees are paid by a related organization under a common paymaster arrangement. As such, required payroll filing (including forms w-2 and w-3) is reported under the related organization, mhm support services, ein 20-2553101.”

“Other changes in net assets net transfers to/from afffiliates $21,096,633”

“Audit of financial statements the filing organization's financial statements were included in the mercy health annual financial statement audit. Mercy health and subsidiaries received an unqualified opinion from the external auditors for fiscal 2017 (the tax year currently being reported). The ultimate responsibility for oversight of the financial statement audit and selection of the external auditor lies with the stewardship committee of the mercy health board of directors. Audit results are communicated to this committee.”