The Thomas O'Neill Catholic Health Care Fund

“Ability to appoint governing body the corporation has no members and directors of the governing body shall be appointed by the roman catholic archbishop of baltimore, following consultation with the nominating committee of the board of directors. However, the president of the good samaritan hospital of maryland, inc, a maryland nonstock corporation that is an affiliate of medstar health, inc., shall serve as an ex officio director of the corporation with voting rights.”

“Process of reviewing form 990 the process for reviewing the form 990 included education and transparency. Senior financial executives, working with independent outside experts, thoroughly reviewed form 990 and accompanying instructions. In addition, senior executives reviewed the relevant sections of the form 990 with the following committees of the organization's governing body: finance, audit, governance, strategic planning, and executive compensation. Following these meetings, the governing body was provided a copy of the form 990 in its final form and given an opportunity to provide any input or comments relating to the form 990 prior to its filing.”

“Conflict of interest policy appointment of boards of directors medstar health (and its affiliates or subsidiaries) require all nominated directors, prior to their appointment or election, to disclose the existence of (or potential existence of) any transaction with medstar that would result in a conflict of interest. Such disclosures (if any) are reviewed by the governance committee of the medstar health board of directors which determines how the matter should be resolved. Annual disclosures all officers, directors, and senior managers all officers, directors and senior managers are required, not less than annually, to complete a survey of questions concerning any transactions or relationships which would or could represent a conflict of interest. Such disclosures (if any) are reviewed by the governance committee of the medstar health board of directors which determines how the matter should be resolved.”

“Description of executive compensation process the executive compensation committee of the board of directors of medstar health, inc. (the "committee") has oversight over the executive compensation program (the "program") of medstar health, inc. And its affiliates. Total compensation for the top management officials, officers and key employees of medstar health, inc. And its affiliates are reviewed and approved by the committee with assistance and guidance from an independent third party advisor. The members of the committee are independent from all of the participants in the program. The main objective of the program is to provide market competitive total compensation that is internally equitable and has a strong pay-for-performance linkage. Performance is evaluated at the system, operating unit, and individual levels. The overall total compensation philosophy is managed at the 75th percentile of the competitive market for comparable size (net revenue) and type (tax-exempt healthcare organizations). Where appropriate, additional industry data is considered (general business and/or taxable healthcare) for selected positions that can be recruited from or potentially lost to these industries (e.g., information technology, finance, etc.). The committee has engaged ernst & young llp ("e&y") to serve as an advisor on the reasonableness and competitiveness of the program. In determining reasonableness and competitiveness, e&y reviews market practices and trends, and makes recommendations related to the program. E&y utilizes information from custom surveys, national compensation surveys, proprietary databases, and client experiences to determine its final recommendations. E&y presents their findings and recommendations to the committee. The committee makes the final decisions on all of the compensation determinations of the program. All decisions made by the committee are contemporaneously documented.”

“Financial statement availability medstar health posts its annual financial audit and quarterly financial reports to the electronic municipal market access (emma) system. The organization also e-mails its annual and quarterly disclosures to holders of the company's publicly traded debt. The company's governance documents and conflicts of interest policies are available upon request through its corporate (or as applicable entity) public information offices.”

“Financial statements and reporting the thomas o'neill catholic health care fund is an afilliate of the medstar health, inc. Audit and subject to oversight by the audit committee of the medstar board.”