Mary Immaculate Hospital

“On January 1, 2017, the bylaws of (i) Bon Secours Hampton Roads Health System, Inc., Bon Secours-DePaul Medical Center, Inc., Maryview Hospital, and Bon Secours-Maryview Nursing Care Center (collectively the "Hampton Roads Entities"); and (ii) Mary Immaculate Hospital, Incorporated and Mary Immaculate Nursing Center, Inc. (collectively, the "Mary Immaculate Entities") were amended and restated in their entirety to implement a single mirror board structure for the Hampton Roads and Mary Immaculate Entities, as well as to otherwise bring the documents up to date with current templates. No changes in corporate or sponsorship structure occurred as a result of the bylaws revisions. Additionally, on December 28, 2016, the articles of Mary Immaculate Hospital, Incorporated were amended to ensure that the board appointment provisions mirrored the new bylaws provisions.”

“The General Minister and General Council of the Bernardine Sisters of the Third order of St. Francis and Bon Secours Health System, Inc. are the members of Mary Immaculate Hospital.”

“The governing body of Mary Immaculate Hospital is appointed by both members, with Bon Secours Health System, Inc. having the majority vote.”

“Certain authorities of Mary Immaculate Hospital are reserved to its members.”

“The process the organization uses to review the Form 990 consists of a review by the local system's audit and compliance board-committee and providing the form to the local system board of directors to allow for a thorough review by both before the filing date. The local system's audit and compliance committee and board of directors have reviewed the Form 990, scheduled time on meeting agendas, and asked questions regarding the Form 990 before the return is filed.”

“The organization regularly and consistently monitors compliance with the conflict of interest policy. On an annual basis, all persons subject to the policy, including all officers, directors and key employees are required to make certain disclosures. These include disclosures related to certain personal, financial and organizational relationships that may present a conflict, or the appearance of a conflict of interest with the organization. All disclosures go through a three-part review process: (1) disclosures are reviewed first by the corporate responsibility officer (CRO); (2) a governance team comprised of the CEO, board president, board chair, CRO, and the BSHSI CRO participate in a second review of all disclosures during which recommendations are made as to the resolution of any conflicts or potential conflicts. Depending on the facts and circumstances, resolutions may include ongoing disclosure, recusal or removal of the conflict; and (3) all disclosures and recommendations are reviewed by a board committee (audit and compliance committee reviews the disclosures of management and the governance committee reviews the disclosures of the board and board committee members).”

“The compensation committee of the board of Bon Secours Health System, Inc. (BSHSI) engages in a comprehensive process for the oversight and management of remuneration for executive employees and disqualified parties of BSHSI. The compensation committee consists of a group of independent board members and engages an independent external compensation consultant to ensure they receive appropriate analysis of market and follow the practices necessary to obtain full compliance with the IRS' rebuttable presumption of reasonableness. The committee establishes and maintains a compensation philosophy; reviews pay practices against local, regional and national healthcare organizations and approves all remunerative decisions for this group of individuals. The committee reviews and receives assurances that all levels of pay within the organization are reasonable based on performance and validates incentives are met. These decisions are documented in the BSHSI board of directors and compensation committee minutes. Compensation Process Other Officers/ Key Employees: For those key employees and highest paid employees that are not reviewed by the BSHSI compensation committee, the process included a review and approval by independent persons, comparability data, and contemporaneous substantiation of the deliberation and decision. In the review, the other officers or key employees of the organization were compared to other hospitals' employees in the area that hold the same title. During the review and approval of the compensation, documentation of the decision was recorded in human resources.”

“The filing organization makes all documents available to the general public upon request.”

“Board Member positions are generally voluntary in nature. Compensated employees of the filing organization and other related organizations who also hold board positions are compensated only in relation to their employment and do not receive additional compensation for their board responsibilities. The governing bodies of the hospitals of Bon Secours Hampton Roads Health System, including DePaul Medical Center, Maryview Hospital, Mary Immaculate Hospital, Bon Secours Maryview Nursing Care Center, and Mary Immaculate Nursing Center are comprised of the same board members and board officers (Chairman, Secretary and Treasurer), with the exception of President. These governing bodies are referred to as the Hampton Roads Joint Board. Hours reported for these voluntary board positions represent total hours worked per week, which include responsibilities for the applicable entities. Br. Art Caliman and Sr. Elaine Davia do not receive payroll distributions as they have taken a vow of poverty.”

“BSHSI Principal Debt & Swaps -1,494,175. Writedown of Goodwill - Sale of BSNY -2,951.”