Community Health Network Foundation

“Line 1b - voting members that are independent see form 990, part i, line 4 reference on schedule o above”

“Related party information among officers bryan a. Mills and patrick mcgill, m.d. Served as a director or officer of community health network, inc. ("chnw"). Bryan a. Mills, robin ledyard m.d., and patrick mcgill, m.d. Are employed by chnw. The board of directors for chnw is also the board of directors for community physicians of indiana, inc. ("cpi"). Jon jansen, m.d. Is employed by cpi.”

“Management delegated chf has delegated exclusive authority to chnw, acting through chnw's board of directors, in the following substantive areas: strategic planning, capital access, budgeting and allocation, audit and compliance, executive compensation, and dispute resolution. In addition, chnw must approve any modification, repeal, amendment, or restatement of chf's articles of incorporation. Finally, chnw must approve any material sale or disposition of the assets of chf.”

“Classes of members or stockholders community health network, inc. Is the sole member of chf.”

“Election of members and their rights chnw, acting through its board of directors, has the authority to appoint the members of the board of directors of chf.”

“Decisions subject to approval of members chf has delegated exclusive authority to chnw, acting through chnw's board of directors, in the following substantive areas: strategic planning, capital access, budgeting and allocation, audit and compliance, executive compensation, and dispute resolution; in addition, chnw must approve any modification, repeal, amendment, or restatement of chf's articles of incorporation; and chnw must approve any material sale of disposition of the assets of chf.”

“Organization's process to review form 990 as discussed in part i, line 4, chnw has assumed responsibility for chf's audit, compliance, and executive compensation matters, including specifically the preparation and review of chf's form 990. Chnw's board of directors has delegated authority for the review of chf's form 990 to two committees composed of independent outside directors: a) the network executive compensation committee reviewed the compensation aspects of chf's form 990, and b) the network finance committee reviewed the remainder of the chf's form 990. In addition, chf's outside accounting firm and law firm reviewed the form 990 prior to filing. Chf and chnw utilized this process to ensure that chf's form 990 received substantive review by directors and professionals with specific knowledge of chf's activities and extensive financial, accounting, and tax expertise.”

“Enforcement of conflicts policy as discussed in part i, line 4, chnw has assumed responsibility for chf's audit and compliance matters. Chnw has adopted a conflict of interest policy that applies to chf. The conflict of interest policy requires directors, officers, and key employees to submit an annual conflict of interest disclosure. The annual disclosure requires directors, officers, and key employees to disclose, in writing, any known financial interest that the individual (together with family members) has in any business entity that transacts business with chf. In addition, directors, officers, and key employees are required to immediately disclose any possible conflict of interest that arises mid-year in relation to a proposed transaction. The conflict of interest policy requires that any individual with a conflict be recused from the decision making process, that independent directors or committee members determine that the proposed transaction is in the best interest of chf, and the transaction must be approved by a vote of independent directors or committee members without the participation of any interested individual. The annual conflict disclosure statements are submitted to, and reviewed by, chnw's audit committee, composed of independent directors. In addition, the executive staff and general counsel of the network are responsible for monitoring any possible conflict transactions that arise and managing them to ensure that all transactions represent arms length, fair market value terms for the benefit of chf.”

“Compensation process for top official as a member of the network, chf is subject to the executive compensation practices and procedures of chnw, the network parent. Chnw has adopted an executive compensation and intermediate sanctions policy that applies to chf. The purpose of the policy is to ensure that chf's compensation arrangements with related parties are evaluated and entered at arms length and that any compensation that is paid to a related party is reasonable and reflects fair market value. This policy encourages the application of the rebuttable presumption standard of code section 4958 and the related treasury regulations by: a) excluding any interested party from the decision making process, b) requiring disinterested board or committee members to obtain and rely upon comparability data when setting the proposed compensation terms, c) requiring approval of the transaction in advance by disinterested directors or committee members, and d) requiring contemporaneous documentation (i.e. Minutes) reflecting the decision and the process by which it was made. Chnw has delegated authority regarding chf's executive compensation to a) the network executive compensation committee, composed of independent outside directors, which is responsible for applying the terms and process of the executive compensation and intermediate sanctions policy as outlined above, and b) the network chief human resources officer who is responsible for obtaining comparative salary market data for the chief executive officer, officers, and key employees, engaging an independent compensation consultant to provide reasonable compensation analysis and/or confirm the reasonableness of compensation, and providing staff support to the network executive compensation committee. Form 990, part vi, line 15b - compensation process for officers see line 15a above”

“Governing documents disclosure explanation a) the articles of incorporation and business entity report are on file with the indiana secretary of state and are available to the public upon request to the indiana secretary of state or free of charge on the secretary of state's website. B) as a member of the network, chf has adopted the network conflict of interest policy. While this policy is not available to the public, the network's definition of a conflict of interest and how to report such an incident is described in the network responsibility and compliance program ("nrcp") manual which is posted on the network's website, ecommunity.com. This manual is available for the public to review. C) chf does not have individually audited financial statements. Its financial results are included in the consolidated financial statements of chnw and affiliates. As such, there are no individual financial statements to post. Chf does file the 990 tax return on an annual basis which is available upon request and/or available on a delayed basis on guidestar.org. D) community health network, inc. And affiliates provide any document open to public inspection upon request.”

“Chf is an affiliate of community health network ("the network"), an integrated health delivery system. Chf, together with the other tax-exempt affiliates of the network, is controlled by a tax-exempt parent organization, community health network, inc. ("chnw"). Chnw exercises control over chf through a series of governance rights: a) chnw is the sole member of chf; b) as the sole member and per the terms of the articles of incorporation, chnw elects all chf directors; c) chf has delegated exclusive authority to chnw, acting through chnw's board of directors, in the following substantive areas: strategic planning, capital access, budgeting and allocation, audit and compliance, executive compensation, and dispute resolution; d) chnw must approve any modification, repeal, amendment, or restatement of chf's articles of incorporation; and e) chnw must approve any material sale of disposition of the assets of chf. With regard to executive compensation, chnw has delegated authority to review and approve executive compensation, including chf's executives, to a network executive compensation committee composed of independent outside directors. In sum, chf has removed any risk of inappropriate related party transactions by delegating (through chnw) its executive compensation decisions to a network executive compensation committee and its conflict of interest oversight and compliance to a network audit committee, with each committee composed of independent outside directors.”

“Chf employees are leased from community health network, inc.”

“Form 1099s were processed under the name and federal identification number of community health network, inc.”

“Chf is included in the community health network, inc. Single audit”