Carilion Clinic Foundation

“ROBERT BENNETT AND GEORGE CARTLEDGE, JR - Business relationship, Nancy Howell Agee, Nicholas Conte, Donald Halliwill, and G. Robert Vaughan, Jr. - Business relationship, NANCY HOWELL AGEE AND ABNEY BOXLEY, III - Business relationship”

“Certain management and related services for the organization are provided by the management and employees of Carilion Services, Inc., a related organization of 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, Nicholas Conte, Donald Halliwill, and G. Robert Vaughan, Jr.”

“The organization has a single member. The sole member is Carilion Clinic, a charitable tax-exempt organization which serves as the parent company of the Carilion Clinic integrated health care delivery system. The sole member elects the directors of the organization and has certain other reserved powers.”

“The sole member of the organization, Carilion Clinic, elects the members of the governing body of the organization periodically as terms expire. The sole member also has the right to remove directors and fill any vacancies on the Board that may occur for any reason.”

“The sole member of the organization, Carilion Clinic, holds reserved powers with respect to certain enumerated actions, including appointment of CEO; approval of borrowings, budgets, and strategic plans; and amendments of Articles of Incorporation and Bylaws, among others. Approval by the Board of Directors of Carilion Clinic is required for such actions. In addition to the reserved powers, under the laws of the Commonwealth of Virginia, certain extraordinary actions require member approval, such as mergers, consolidations, liquidations, and the sale of substantially all of the assets of the organization. See also Schedule O disclosure for Form 990, Part VI, Section A, Line 7a.”

“The filing organization has no committees.”

“The Form 990 was prepared by Carilion's internal Tax Department with input from various Carilion departments as applicable, and reviewed by internal management and an independent CPA firm. Prior to filing, all Board Members were notified via email that the final Form 990 was available for their access on the organization's Board portal and were provided contact information to reach out to for any questions.”

“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.”

“The organization has a single member, Carilion Clinic, a charitable tax-exempt organization which serves as the parent company of the Carilion Clinic integrated health care delivery system. The Carilion Clinic Board of Directors Compensation Committee reviews the compensation of the Carilion Clinic Board of Governors annually, which includes the Carilion Clinic President and Chief Executive Officer, Executive Vice Presidents (Chief Financial Officer, Chief Physician Executive, Chief Operating Officer, Chief Administrative Officer and Chief Legal Officer), and select Senior Vice Presidents who are the physician Chairs of the Clinical Departments. Certain of these same individuals also hold roles as officers of Carilion Clinic Foundation. The Compensation 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. The Compensation Committee also annually reviews the compensation philosophy for all executive leaders in the health system, which includes Vice Presidents, Senior Vice Presidents, Executive Vice Presidents, and the CEO, among them Carilion Clinic Foundation's top management official and it's Treasurer. 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 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 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. For officers who are not directly reviewed by the Compensation Committee, including the Foundation's top management official and Treasurer, the independent external compensation consultant conducts the same analysis and shares the data/findings with the system EVP/CLO or EVP/COO. Assistant officers 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 or consultant review but are compared to market benchmarks by the Human Resources department.”

“See response for line 15a.”

“The organization's governing documents, conflict of interest statement, and consolidated financial statements are released from time to time during the tax year upon request. The Articles of Incorporation are available from the Virginia State Corporation Commission. Limited financial information is available on our website.”

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

“Pension related changes other than net periodic pension costs - -9177;”

“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.”