Carilion Clinic

“Carilion Clinic has an Executive Committee authorized to act when the Board is not in session. The Executive Committee has 7 members, made up of the Chair of the Board, the past Chair of the Board, the CEO and the Chairs of each of the 4 standing committees. The Executive Committee meets during the months the full Board does not meet and can act on behalf of the Board, except it cannot elect directors or take extraordinary actions, such as a sale, merger or dissolution of the corporation.”

“1. Nancy Howell Agee, Abney S. Boxley, III and Raymond D. Smoot, Jr. Ph.D. - business relationship. 2. Nancy Howell Agee, George B. Cartledge, Jr., James M. Turner, Jr. and Danielle H. Yarber - business relationship. 3. Nancy Howell Agee and G. Robert Vaughan, Jr. - business relationship. 4. J. Alexander Boone and Abney S. Boxley, III - business relationship. 5. Nancy Howell Agee, Briggs W. Andrews, Jeanne S. Armentrout, Lauren J. Chen, Thomas D. Denberg, M.D., Ph.D., David S. Hagadorn, Donald B. Halliwill, Rachel L. Mabe, Melina D. Perdue, and G. Robert Vaughan, Jr. business relationship. 6. Nancy Howell Agee, Briggs W. Andrews, Lauren J. Chen, David S. Hagadorn, Donald B. Halliwill, Rachel L. Mabe, G. Robert Vaughan, Jr., and Patrice M. Weiss, M.D. business relationship.”

“Certain management and related services for the organization are provided by the management and employees of Carilion Services, Inc., a related organization and supporting organization of the organization.”

“A draft copy of the Form 990 was posted on our Board portal in advance of the Carilion Clinic Board of Directors Audit and Compliance Committee's August meeting and was reviewed with Committee members at that meeting. All Board Members were notified that the final Form 990 was posted on our Board portal several days prior to filing and were encouraged to call with any questions they might have.”

“A Conflict of Interest Questionnaire, along with a copy of the Policy, is sent out annually to all officers, directors and key employees. In addition, such individuals are instructed to inform the organization of potential conflicts which arise during the year. Answers to the Questionnaires are reviewed by the Internal Audit Department. Potential conflicts for officers and key employees are reviewed by an internal Conflict of Interest Committee, which follows up on any potential issues to ensure compliance with all policies of the organization. The answers for Directors are reviewed by the Carilion Clinic Audit and Compliance Committee. In addition, the governing body of the organization is provided with a list of the answers annually to make all Board members aware of potential conflicts in order to ensure compliance with policies on how to handle transactions with Board members that may involve potential conflict situations.”

“Executive compensation is reviewed annually by the Carilion Clinic Compensation Committee. This committee is made up of Board members of Carilion Clinic who do not have a conflict of interest with any of the executives being reviewed. With respect to Carilion Clinic, the Compensation Committee reviews the compensation of the Board of Governors which includes the President and Chief Executive Officer, Executive Vice Presidents, Chief Financial Officer, Chief Medical Officer, and Chairs of the Clinical Departments. For the fiscal year covered by this return, the Compensation Committee also used the same process to review the compensation of other Disqualified Individuals, including the Hospital CEOs. This review was performed in September and October 2013. A similar review was last performed in October 2014. This review included a review of a comprehensive report from an outside compensation consultant specializing in healthcare organizations for select positions and the prior year's report on all of the reviewed positions. The reports reviewed by the Committee included a detailed comparison of total compensation and each element thereof, including base salary, bonuses and other cash compensation, and benefits, including deferred and retirement benefits. Compensation was compared to a peer group of organizations similar in size and structure to the organization, which list was reviewed by the Compensation Committee. Detailed minutes of the meetings of the Compensation Committee are kept and approved at the next meeting of the Committee, setting forth the deliberations and decisions regarding the compensation of these executives. In addition, the Compensation Committee annually reviews the compensation plan and philosophy for all vice presidents and senior vice presidents, as well as all employed physicians and physicians in leadership roles.”

“The organization's governing documents, conflict of interest statement and financial statements are not generally available to the public, but are released from time to time upon request. The Articles of Incorporation are available from the Virginia State Corporation Commission. The consolidated audited financial statements of Carilion Clinic and of the Obligated Group are released annually to the local newspaper. Limited financial information is available on our web site and in our annual report to the community.”

“Transfer to Affiliates 6,775,755. Transfer to Carilion Clinic for effect of pension-related changes -3,201,066.”