The Fauquier Hospital Incorporated

“Fhs services is the sole member of the organization.”

“The fhs services board of directors, as sole member of fhi services, elect the members of fhi services”

“1. General powers. The business and affairs of the corporation shall be managed by the board of directors, which shall have all voting power except the power to vote on electing, appointing or removing directors and on implementing amendments to the articles of incorporation affecting the voting rights of members, which power is vested in the sole member of the corporation. 2. Number and qualification of directors. The number of directors may be changed by amendment of these by-laws but shall not be less than three. 3. Election of directors. All directors shall be elected by fhi services.”

“The organization prepares the form 990 with assistance from an outside accounting firm. Once a draft of the form 990 is completed, it is submitted to management of the organization for review and comments. After incorporating changes from management, materially complete draft forms 990 are made available to the board of the organization. Comments or questions received from the board are incorporated into a final form 990, which is signed by the persident/ceo of fhs services, christy connolly.”

“Under the conflict of interest policy, all board members, management, and key employees complete an annual disclosure form regarding business relationships that he or she, or any family member, has with any other company that does business with the organization, as well as any business relationships between and among the board members, management, and key employees. The annual disclosure statements are reviewed by independent legal counsel, and the audit and compliance committee, who is ultimately responsible if a conflict exists. Any such conflicts would be reported to the full board. In addition, any person who is covered by the conflict of interest policy has an ongoing obligation to disclose the existence of any actual or potential conflict to the board or the board committee in which the matter arises. Finally, the organization monitors board member eligibility for any potential conflicts, in order to avoid such conflicts from occurring in the first place. An opportunity is given at the start of each meeting to disclose any conflict of interest.”

“The ceo is compensated by the fauquier health foundation. The organizations board adopted a compensation policy for its ceo. An executive compensation committee of independent directors of the board of the foundation was established to review the compensation for all employees specified as having a substantial influence over the organization and who receive remuneration from the organization. The executive compensation committee is advised by an independent compensation consultant, which opines to the compensation committee that the level of compensation paid and the process by which compensation is established meet applicable irs reasonableness and "safe harbor' standards. The outside compensation consultant provides data of compensation provided at similar organizations to ensure that the organization does not compensate in excess of market norms.”

“The organization makes its governing documents, conflict of interest policy and financial statements available to the public upon request.”

“Change in endowment investments -481,346.”