Tidalhealth Physician Network Inc.

“Classes of members or stockholders: nanticoke health services, inc. Is the sole shareholder.”

“Nanticoke health services, the sole shareholder of mid-sussex medical center, inc., has the power to appoint all board members of mid-sussex medical center, inc.”

“The following powers are reserved for nanticoke health services, the sole member: a. The power to approve amendments to the certificate of incorporation and the bylaws of the corporation; b. The power to approve the annual capital and operating budgets of the corporation and to approve substantial unbudgeted expenses; c. The power to approve the selection of independent auditors and accountants for the corporation; d. The power to review and approve the business and strategic plans of the corporation; e. The power to approve the insurance of any indebtedness by the corporation above the amount that shall be specified by the sole member; f. The power to approve the acquisition of, or merger with, another entity, or the formation of any partnership, joint venture or other legal relationship in which the corporation shall have any interest, financial or otherwise, or shall have any voting rights; g. The power to approve the selection of the president of the corporation; h. The power to review and approve the policies of the corporation in connection with community health needs; and i. The power to approve the directors, officers and agents of the corporation.”

“Organization's process to review form 990: the finance & investment committee reviews and approves the form. After the review, it is presented to the full board of directors for approval before being filed.”

“Enforcement of conflicts policy: the subject interested person shall not be present during any meeting in which the governance effectiveness committee conducts its evaluation, except to answer questions of the governance effectiveness committee as may be necessary. The governance effectiveness committee may request additional information from all reasonable sources and shall involve the general counsel in its deliberations. The conflicted party can provide information to the board depending on the transaction. Once all necessary information has been obtained, the governance effectiveness committee shall make a finding as to whether a conflict of interest indeed exists, and shall forward that finding to the board of directors for discussion and vote. Only disinterested directors may vote to determine whether a conflict of interest exists. The subject interested person may not be present when this vote is taken. Scope: this policy is applicable to the board of directors, including community and physician members of board committees, and administration (collectively referred to as "board, committee members, and administration") of nanticoke health services, nanticoke memorial hospital, and mid-sussex medical center, all of which are tax-exempt charitable organizations (referred to herein as "nhs"). Policy: the policy of nhs is to require that each individual subject to this policy statement promptly and fully disclose (in the manner provided herein) any actual, apparent, or potential conflict of interest, and that nhs will not engage in any contract, transaction, or arrangement involving a conflict of interest unless the disinterested members of the board of directors (acting at a duly constituted meeting thereof) (with the advice of legal counsel) determine by a majority vote that appropriate safeguards to protect the charitable mission of nhs have been implemented. Violations of the conflicts of interest policy: if the board of directors or a committee has reason to believe that an interested person has failed to comply with the disclosure obligation of this policy, the board of directors shall inform that person of the basis for its belief and provide that person an opportunity to address the alleged failure to disclose. After hearing the response of such person and conducting such further investigation as may be warranted under the circumstances, the board of directors shall determine whether such person has, in fact, violated the disclosure requirements of this conflict of interest policy. If the board determines that there has been a violation, the board shall take appropriate disciplinary and corrective action, which may include removal (if the interested person is a board or committee member) or termination (if the interested person is an employee). Intentionally or repeatedly failing to adhere to this policy is grounds for removal from the board.”

“On an annual basis, the board of directors, chairman, and chairman-elect review the executive compensation of the ceo, senior vp's and vp's. As part of that process, the facility's operations and performance are taken into consideration, which include review of hospital quality indicators, financial performance, employee satisfaction scores and physician satisfaction scores. The process includes a review of accomplishments of each of the executives and their importance to the overall organization. In determining the reasonableness of the compensation, other area hospital form 990's are reviewed for their executive compensation as well as published national salary survey data. After the review and recommendation of the chairman and vice-chairman, it is then presented to the full board of directors, who review the annual compensation requests and either approve or recommend appropriate changes for implementation.”

“Financial statements and governing documents are made available to the public via guidestar's website. In addition, these documents are available upon request.”