Baltimore Washington Emergency Physicians Inc.

“Part vi, section a, line 6, line 7a, and line 7b baltimore washington medical system, inc. (bwms) is the sole member of baltimore washington emergency physicians, inc. (bwepi). Bwms may elect one or more board members of the governing body and all decisions of the governing body must be approved by bwms.”

“Part vi, section b, line 11b the irs form 990 is prepared and reviewed by the accounting firm of grant thornton. Accounting personnel in finance shared services at the university of maryland medical system gather the information needed to complete the return and input the data into the grant thornton tax organizer, which is excel-based system. When all data has been entered, the information is submitted to grant thornton for importation into their tax software. At this point, grant thornton staff members review the data, ask for additional information if needed and prepare the tax return. Each return is reviewed at several levels at grant thornton including the tax partner. After their review process, a draft return is sent to the accounting staff at umms for an in-house review. Upon completion of the in-house review, grant thornton is instructed to make any necessary changes and to prepare the final tax return. The final return undergoes another review by the accounting staff at finance shared services and is also reviewed by the accounting manager, the director of financial reporting, the vice president of finance and the cfo, who signs the return. Prior to filing the irs form 990, the organization's board chairman, treasurer, audit committee chairman, executive committee chairman or other member of the board with similar authority will review the irs form 990. At the discretion of the reviewing board member, such member will bring any issues or questions related to the completed irs form 990 to the attention of the board. Notwithstanding the above, a board resolution is not required for the filing of the organization's irs form 990. Each board member is provided with a copy of the final irs form 990 before filing.”

“PART VI, SECTION B, LINE 12C THE ORGANIZATION'S OFFICERS, DIRECTORS, EMPLOYEES AND MEDICAL STAFF MEMBERS, AS APPLICABLE, SHALL DISCLOSE CONFLICTS OF INTEREST OR POTENTIAL CONFLICTS OF INTEREST BETWEEN THEIR PERSONAL INTERESTS AND THE INTERESTS OF THE ORGANIZATION, OR ANY ENTITY CONTROLLED BY OR OWNED IN SUBSTANTIAL PART BY THE ORGANIZATION. A QUESTIONNAIRE WHICH DISCLOSES POTENTIAL CONFLICTS OF INTEREST IS DISTRIBUTED ANNUALLY TO ALL OFFICERS, DIRECTORS AND KEY EMPLOYEES. THE GENERAL COUNSEL OF THE UNIVERSITY OF MARYLAND MEDICAL SYSTEM CORPORATION (UMMSC) REVIEWS THE RESPONSES FOR UMMSC AND certain other affiliates. THE CEO OR CFO OF EACH OF THE OTHER ENTITIES IN THE UNIVERSITY OF MARYLAND MEDICAL SYSTEM REVIEWS THE RESPONSES FOR THOSE ENTITIES. THE GENERAL COUNSEL, IN CONSULTATION WITH THE AUDIT COMMITTEE, IF NECESSARY, WOULD DETERMINE IF A CONFLICT OF INTEREST EXISTED. WITH RESPECT TO THE OTHER ENTITIES IN THE UNIVERSITY OF MARYLAND MEDICAL SYSTEM, THE GENERAL COUNSEL MAY BE CALLED FOR CONSULT. IF SO, THE GENERAL COUNSEL MAY CONSULT THE AUDIT COMMITTEE, IF NECESSARY. WHENEVER A CONFLICT OR POTENTIAL CONFLICT OF INTEREST EXISTS, THE NATURE OF THE CONFLICT OR POTENTIAL CONFLICT OF INTEREST MUST BE DISCLOSED IN WRITING TO THE ORGANIZATION'S BOARD, BOARD COMMITTEE, AN OFFICER OF THE ORGANIZATION OR OTHER APPROPRIATE EXECUTIVE. SUCH INDIVIDUAL HAVING A POTENTIAL CONFLICT OF INTEREST SHALL PLAY NO ROLE ON BEHALF OF THE ORGANIZATION, OR ANY ORGANIZATION CONTROLLED OR SUBSTANTIALLY OWNED, IN ANY TRANSACTION IN WHICH A CONFLICT EXISTS. ALL INVITATIONS FOR BIDS, PROPOSALS OR SOLICITATIONS FOR OFFERS INCLUDE THE FOLLOWING PROVISION: ANY VENDOR, SUPPLIER OR CONTRACTOR MUST DISCLOSE ANY ACTUAL OR POTENTIAL TRANSACTION WITH ANY ORGANIZATION OFFICER, DIRECTOR, EMPLOYEE OR MEMBER OF THE MEDICAL STAFF, INCLUDING FAMILY MEMBERS WITHIN FIVE DAYS OF THE TRANSACTION. FAILURE TO COMPLY WITH THIS PROVISION IS A MATERIAL BREACH OF AGREEMENT. IN ADDITION, A BOARD DISCLOSURE REPORT IS FILED WITH THE MARYLAND HEALTH SERVICES COST REVIEW COMMISSION ON AN ANNUAL BASIS SHOWING ANY BUSINESS TRANSACTIONS BETWEEN THE BOARD MEMBERS AND THE ORGANIZATION.”

“Part vi, section b, line 15a and 15b the organization determines the executive compensation paid to its executives in the following manner prescribed in the irs regulations: executive compensation packages are determined by a committee of the board that is composed entirely of board members who have no conflict of interest. The committee acquires credible comparability market data concerning the compensation packages of similarly situated executives. The committee carefully reviews that data, the executive's performance and the proposed compensation packages during the decision making process. The committee memorializes its deliberations in detailed minutes reviewed and adopted at the next-following meeting. The committee seeks an opinion of counsel that it has met the requirements of the irs intermediate sanctions regulations. This process is used to determine the compensation packages for all management employees from the vice president level and up.”

“Part vi, section c, line 19 in general, financial and tax information relating to the organization is deemed proprietary and not subject to disclosure upon request. However, specific provisions of federal and state law require the organization to disclose certain limited financial and tax data upon a specific request for that information. Requests for form 990 and form 1023: a requestor seeking to review and/or obtain a copy of the organization's irs form 990 or form 1023 as filed with the internal revenue service, including all schedules and attachments, may appear in person or submit a written request. The most recent three years of irs form 990 may be requested. If the requester appears in person, the individual is directed to the office of the chief financial officer for the organization and the form 990 and/or form 1023 are made available for inspection. The individual is permitted to review the return, take notes and request a copy. A nominal fee is charged for making the copies. The organization may have an employee present during the public inspection of the document. Written requests for an entity's form 990 or form 1023 are directed immediately to the office of the chief financial officer for the organization. The requested copies are mailed within 30 days of the request. Reproduction fees and mailing costs are charged to the requestor. Conflict of interest policy and governing documents: if the governing documents and conflict of interest policy of our organization are subject to the federal public disclosure rules (or state public disclosure rules), these documents will be made publicly available as applicable law may require. Otherwise, the governing documents and conflict of interest policy will be provided to the public at the discretion of management.”

“Part vii, section a, column (b) the university of maryland medical system (umms) is a multi-entity health care system that includes 11 acute care hospitals, 1 acute care hospital owned in a joint venture arrangement and various supporting entities. A number of individuals provide services to various entities within the system. In general, the officers and key employees of umms average in excess of 40 hours per week serving the different entities that comprise umms.”