Carilion Clinic Foundation

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

“The bylaws were amended to include the following significant change. Elected Directors shall be eligible for not more than three full three-year terms. Directors shall not thereafter be eligible for election to the Foundation Board until one year has passed, whereupon such former Directors shall again be eligible for election to the Foundation Board.”

“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 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 accounting management and an independent CPA firm. Prior to filing, all Board Members were notified via email of its availability on the entity'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.”

“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 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 - 22636;”

“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.”