Carilion Clinic Foundation

“1. Nancy Howell Agee and Abney S. Boxley, III - Business relationship at an unrelated company. 2. Nancy Howell Agee, George B. Cartledge, Jr., and Warner Dalhouse - Business relationship at an unrelated company. 3. Robert Bennett and George B. Cartledge, Jr. - Business relationship at an unrelated company. 4. Nancy Howell Agee, Nicholas C. Conte, Lauren J. Chen, Warner Dalhouse, Donald B. Halliwill, Shirley L. Holland, G. Robert Vaughan, Jr., and Ralph E. Whatley, III, M.D. - Business relationships at related organizations.”

“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. Compensation of the following individuals listed in Part VII, Section A was provided by Carilion Services Inc.: Nancy Howell Agee, Briggs Andrews, Lauren Chen, Donald Halliwill, Shirley Holland, Donald Lorton, Edward Murphy, G. Robert Vaughan.”

“The filing organization's Articles of Incorporation and Bylaws were revised to updated and clarify provisions concerning the election, qualification, and removal of its directors and officers.”

“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. 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 Form 990 was prepared by Carilion's internal Tax Department with input from various Carilion departments as applicable. Several days prior to filing, all Board Members were notified via email of its availability on Carilion'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 Organizational Integrity & 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 Audit & 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 Organizational Integrity & 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'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 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 -86,215. Net Transfers To Affiliates 99,000. Misc -6.”