Och Holdings

“OCH HOLDINGS (The "Corporation") has no employees. Certain individuals identified herein as Officers of the Corporation are employed and compensated by a related organization, Children's Health System of Texas (CHST). The Individuals perform services for the Corporation, and in some cases other related organizations, by arrangement between CHST and such organization(s). As set forth in the Schedule R, the Corporation and CHST are related organizations. In their duties as Officers of the Corporation, they have no influence over the compensation process performed by CHST, which is explained in Schedule J, Part I, Line 3.”

“Children's Health System of Texas has established seven standing Committees of the Board, which have the authority to act for and on behalf of CHST, Children's Health Clinical Operations, Children's Medical Center Foundation, and their affiliates, operating divisions and division facilities to fulfill the responsibilities designated in the respective Committee charters. Written minutes are prepared and maintained for all formal meetings of each Committee. Actions by Written Consent are also prepared and maintained as they occur.”

“David Berry, Peter Perialas, Jeremiah Radandt, and Amy Yeager - Business relationship”

“CHCO is the sole member.”

“CHCO elects all voting members of the organization's board of directors.”

“Member reserve powers are specified in the the organization's bylaws and represent those actions which require member approval. These powers generally encompass changes in the mission of the organization, addition of new members, certain dispositions of assets, amendments to the organization's Certificate of Formation and Bylaws, and appointment of directors.”

“A draft of the Form 990 is presented to the CHST Audit Committee for review. A copy of the Form 990 is made available to the CHST directors through our Board portal before it is filed.”

“Officers, directors, and key employees receive annually a copy of the Children's Health Statement of Interest form to complete. Disclosures made are reviewed by the CHST Legal Department and the Chief Compliance Officer, who are authorized under the Children's Health Conflict of Interest Policy to make determinations under the Policy regarding persons who are medical staff members or employees of Children's Health and its affiliates. Disclosures made by senior officers (as defined in the Policy) are reviewed by the Compliance Officer, the Chief Legal Officer, and CHST's President and Chief Executive Officer to determine if a conflict exists. Disclosures made by directors of CHST and its affiliates, as well as by the President and Chief Executive Officer of CHST, are discussed as necessary with the appropriate delegated Board Committee and, if required pursuant to the Policy, by the appropriate Board of Directors at meetings to determine if further action is needed. A Statement of Interest must be completed annually and Board members are requested to report changes if they occur. A Committee or Board member with a potential conflict is prohibited from participating in deliberations regarding the transaction in question and will recuse themselves from voting.”

“IRC section 6104 does not require disclosure of the financial statements, conflict of interest policy and governing documents. The Certificate of Formation, Consolidated Financial Statements, and the conflict of interest policy are made available upon request.”

“Impairment loss - -2333000;”