Upper Chesapeake Health Foundation Inc.

“Existence of members upper chesapeake health system, inc. Is the sole member of this filing organization. Upper chesapeake health system assists in the management and provides services and financial assistance to related healthcare facilities.”

“Organizational review of form 990 the board of upper chesapeake health system, inc. ("health system") has assigned the executive committee of the health system's board to review and approve all contents of form 990 on behalf of the boards of all health system's tax-exempt affiliates. In turn, once the form 990 has been approved by health system's executive committee, a final version of the form 990 will be made available to all board members of the respective health system's tax-exempt affiliates. Formal notification of the final and approved form 990 for each of the health system's affiliates as well as its availability will be communicated to the applicable board members on or before the filing of the form 990.”

“CONFLICT OF INTEREST POLICY The organization's written conflict of interest policy covers the following individuals: Directors, Principal Officers, and Senior Management. Furthermore, the policy extends to the family members (per Internal Revenue Service definition) of such Directors, Principal Officers, and Senior Management. The Board of Directors and any committee considering a contract, transaction or arrangement to which a known or potential conflict of interest relates, determines whether a conflict exists. Actual conflicts are reviewed by the Chairman of the Board. An individual with a known or potential conflict of interest must refrain from participating in, or acting on, the decision on any matter in which a conflict of interest, or even the appearance of such a conflict of interest, is present with respect to such individual and will remove himself or herself from any meeting or deliberations on the matter.”

“PROCESS FOR DETERMINING COMPENSATION The executive compensation committee of the board of directors approves compensation for the Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, and all key employees. The executive compensation committee utilizes but is not limited to the following resources in evaluating and establishing reasonable compensation: independent compensation consultants, compensation surveys and compensation studies. This organization and its tax-exempt affiliates strive to maintain an arm's length relationship between itself and its employees. It is the goal of the executive compensation committee to ensure that total compensation (compensation and benefits) paid to its employees is fair and reasonable. Finally, the process of setting and approving such compensation is performed annually by the board's executive compensation committee.”

“Documents available to the public the organization will make the following documents available to the public upon request: articles of incorporation, bylaws, conflict of interest policy, and audited financial statements.”