Carilion Clinic

“Carilion Clinic has an Executive Committee authorized to act when the Board is not in session. The Executive Committee has 9 members, made up of the Chair of the Board, the CEO, the Chairs of each of the 6 standing committees, and the Chair of the Board of Carilion Medical Center, which is the organization that holds the flagship hospital. The Executive Committee typically meets three (3) times a year, at times the full Board does not meet and can act on behalf of the Board, except it cannot elect directors or take certain extraordinary actions, such as a sale, merger, or dissolution of the corporation. Full board meetings are occasionally substituted for Executive Committee meetings.”

“Nancy Howell Agee, Abney Boxley and Elizabeth McClanahan - Business relationship, Nancy Howell Agee, Steven Arner, Jeanne Armentrout, Nicholas Conte, David Hagadorn, Donald Halliwill, Jeri Lantz, Patrice Weiss, G. Robert Vaughan, Jr, and Julie Smith-Hamilton - Business relationship, NICK CONTE and TERRY AUSTIN - Business relationship”

“Certain management and related services for the organization are provided by the management and employees of Carilion Services, Inc., a related organization to the filing organization. Some or all of the compensation of the following individuals listed in Part VII, Section A was provided by Carilion Services Inc.: Nancy Howell Agee, Jeanne Armentrout, Steven Arner, Nicholas Conte, David Hagadorn, Donald Halliwill, Julie Smith-Hamilton, G. Robert Vaughan, Jr., and Patrice Weiss, M.D.”

“The Form 990 was prepared by Carilion's internal Tax Department with input from various Carilion departments as applicable, and reviewed by internal management. Prior to filing, all Board Members were notified via email that the final Form 990 was posted on the organization's Board portal, which is the mechanism used to disseminate meeting materials to the directors, and were encouraged to call with any questions they might have.”

“Our organization monitors and reviews proposed and current transactions for conflicts of interest in a variety of ways. At the governing board level, we have board members complete an initial (upon appointment) and annual conflict of interest questionnaire to disclose actual or potential conflicts. Board members are required to update their disclosure as needed in between questionnaires. All disclosures are reviewed by the Compliance Office and as needed escalated to the appropriate leaders/board members for further discussion/review. If a disclosure is viewed as an actual or potential conflict, an action is recommended to the Compliance Committee of the Carilion Clinic Board and implemented as approved. Actions can include recusal in discussion/voting at board meetings, limitation/termination of the transaction, removal from board appointment or other appropriate controls. In addition, at any time, board members are encouraged to disclose any potential conflicts as they arise at a board meeting and to recuse themselves as deemed appropriate. The same process takes place as described above for key employees (upon hire and annually thereafter), including all officers, members of the management team, physicians/mid-level practitioners, pharmacists and key supply chain buyers. After review and further discussion as needed, action may be required to manage an actual conflict or to reduce the appearance of such as approved by the Compliance Office and other key management team members. As needed, the governing board leaders are notified of any conflicts which may impact board proceedings.”

“Executive compensation is reviewed annually by the Carilion Clinic Board of Directors Compensation Committee. This Committee is made up of independent 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 annually, which includes the President and Chief Executive Officer, the Executive Vice Presidents (Chief Financial Officer, Chief Medical Officer, Chief Operating Officer, Chief Administrative Officer and Chief Legal Officer), and select Senior Vice Presidents who are the physician 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 Vice Presidents. In addition, the Compensation Committee annually reviews the compensation philosophy for all executive leaders, which includes Vice Presidents, Senior Vice Presidents, Executive Vice Presidents, and the CEO, as well as the compensation philosophy for employed physicians. Some officers of the organization who are not compensated in their capacity as an officer but rather in their role as employee in a position not mentioned above are not subject to Committee review. This review included review of a comprehensive report from an independent, outside compensation consultant specializing in healthcare organizations for certain 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, bonus, 'at-risk and other cash compensation, and benefits, including deferred and retirement benefits. Compensation was compared to both a national and regional peer group of organizations similar in size and structure to the organization, which list was reviewed by the Compensation Committee. The Compensation Committee maintained minutes of its meetings, setting forth the deliberations and decisions of the Committee regarding the compensation of these executives.”

“See response to Line 15a.”

“The organization's governing documents, conflict of interest statement, and financial statements are released from time to time during the tax year upon request. The conflict of interest policy is included in our Code of Excellence which is available to the public on our website. The Articles of Incorporation are available from the Virginia State Corporation Commission. Limited financial information for the Carilion Clinic companies as a whole is available on the Carilion Clinic website”

“As the parent company for all Carilion affiliates, Carilion Clinic drives fulfillment of Carilion's mission to improve the health of the communities it serves. Carilion Clinic is an organization of physicians working together as a team. In June 2006, Carilion Health System announced plans to transform the not-for-profit hospital system into a Clinic organization headquartered in Roanoke, Virginia. The clinic structure aligns hospital and physician goals with a focus on evidence-based medical practice, consistency in care and service based on proven methods and procedures, attention to the optimal length of each patient's stay in the hospital and to using costly resources as efficiently as possible, and an environment of active medical research and education to further advance the practice of medicine. Integration of inpatient and outpatient services across the continuum of care and seamless, convenient access to services for the patient also are integral to the clinic model. Carilion Clinic emphasizes the integration of care, clinical quality, and safety. Carilion Clinic, through its affiliates, employs a staff of over 900 physicians with continued development of outcomes-based clinical performance metrics, a fully integrated clinical information system, including an Electronic Medical Record (EMR) shared by all hospitals and physician practices, and numerous medical education residency and fellowship programs. Providing leadership and vision, Carilion Clinic also oversees a core hospital business that admitted 41,446 patients, delivered 3,947 babies and provided 242,605 days of care. Carilion's hospitals provided comprehensive heart and vascular care, surgical excellence in orthopaedics, advanced surgery and care for oncology and new pain management protocols. A state-of-the-art communications center coordinates patients' transportation to all our hospitals. All our programs are supported by diagnostic testing capabilities in radiology, including advanced imaging in CT, MRI and PET/CT. We've grown our expertise in molecular imaging and nuclear medicine procedures and ultrasound and provide screening mammography and diagnostic breast imaging. Additional programs include the region's only neonatal intensive care unit, advanced diagnostics and expertise for gastroenterology conditions, inpatient and outpatient psychiatric services, a comprehensive inpatient rehabilitation unit, and inpatient and outpatient surgical care utilizing advanced techniques in robotic and endovascular procedures. Carilion Children's is our region's only pediatric center of excellence with an inpatient hospital within Carilion Medical Center, a pediatric intensive care unit, NICU, and trauma care. Pediatric sub-specialists support the facility in areas of surgery, pulmonology, oncology, cardiology, gastroenterology, psychiatry, orthopaedics, neurosurgery, dentistry, neurology, endocrinology. The Clinic provides several services and programs to target the specific health needs of the area, including diabetes management, medically supervised weight loss, urgent care, physical, speech and occupational therapy programs, cardiac and pulmonary rehabilitation, and home health and hospice care. Carilion Clinic maintains both a Level I designated trauma center (Carilion Medical Center) serving the western Virginia area and a Level III trauma center (Carilion New River Valley Medical Center) serving its surrounding area. As part of its commitment to trauma response, Carilion staffs medical air transport helicopters which flew 1,762 patients and operates a ground service providing 15,766 medical transports during the year. With 150,583 visits, Carilion's emergency departments are a critical component of the health safety net in its service area, acting as a key health provider for a significant number of uninsured patients, who comprise nearly 6% of emergency visits. Carilion Clinic's hospitals supported community screenings and education on chronic disease prevent”

“Management has evaluated their income tax positions under the guidance included in ASC 740. Based on their review, management has not identified any material uncertain tax positions to be recorded or disclosed in the financial statements.”

“1099s are issued on Carilion Clinic's behalf by Carilion Services, Inc., a related organization providing management and administrative services, including payment processing.”

“Other Purchased Services - Total Expense: 438483, Program Service Expense: 438483, Management and General Expenses: , Fundraising Expenses: ; Housekeeping Service - Total Expense: 1923722, Program Service Expense: 1923722, Management and General Expenses: , Fundraising Expenses: ; Repairs and Maintenance - Total Expense: 2099603, Program Service Expense: 2099603, Management and General Expenses: , Fundraising Expenses: ; Consulting - Total Expense: 40942, Program Service Expense: 910, Management and General Expenses: 40032, Fundraising Expenses: ;”

“TRANSFERS (TO)/FROM AFFILIATES - NET - -11230085; Unrelated Business Income - -451171;”

“Investment assets are held in custody under the name of Carilion Clinic and allocated to related entities based on their ownership interest in the investment pool.”