Sfh Wind Down Inc Dbtr Case 18 40630

“The Medical Staff have the authority to elect two members of the governing body - the Medical Staff President and president elect.”

“The entire board reviews Form 990 with participation by executive management. Executive management reviews Form 990 for appropriate disclosure of financial data. All reviews are conducted prior to the filing of the return with the IRS.”

“I. Covered Individuals (a) all Trustees and officers of the Hospital, (b) all members of committees authorized to act on behalf of the Board of Trustees of the Hospital, (c) the Chief of Staff of the Hospital, (d) any other officers of the Medical Staff of the Hospital, (e) any other person exercising material and substantial influence over the operations of the Hospital, and (f) any related person to any of the foregoing persons II. Level at which the conflict is addressed and III restrictions imposed. A. All Covered Individuals shall file annually at the beginning of each fiscal year of the Hospital with the Secretary of the Hospital a disclosure statement setting forth any conflict of interest that such covered individual may have with the Hospital. B. The Secretary of the Hospital shall review all disclosure statements with the Chair of the Board to ensure compliance with the policies regarding conflict of interest. C. The Board of Trustees makes a determination as to whether a conflict exists. D. The Board of Trustees reviews the potential conflict. E. Upon determination of the existence of a conflict, the Board of Trustees makes a determination of how the conflict will be resolved as follows: a. If deemed appropriate by the Board of Trustees, a committee appointed by the Board of Trustees and consisting solely of members with no conflict of interest with respect to said transaction, contractual relationship or arrangement shall be authorized to review and investigate alternatives to the proposed transaction, contractual relationship or arrangement and such committee shall report its findings to the full Board of Trustees. b. The Covered Individual with the conflict of interest shall not participate in any discussion, vote or action taken with regard to the transaction, contractual relationship or arrangement, but shall be entitled to furnish any information requested by the Board or Committee or believed by the Covered Individual to be relevant to the discussion. c. Any transaction, contractual relationship or arrangement in which a Covered Individual shall be deemed to have a conflict of interest must be considered and approved by a majority vote of Trustees who have no conflict of interest with respect to the proposed transaction, contractual relationship or arrangement, and then only after determining that such transaction, contractual relationship or arrangement is in the best interest of and primarily for the benefit of the Hospital and is fair and reasonable to the Hospital.”

“The process for reviewing and evaluating Senior Leadership compensation is overseen by the compensation committee of the board of trustees. The following highlights the key items related to this process: 1) Each December, each member of the Board is asked to complete an evaluation form for the CEO based on the Annual Goals previously approved by the Board. 2) In January, management will provide the Compensation Committee with the following: a. information related to achievement of annual goals and the proposed incentive award to Senior Leadership and Associates b. market comparative compensation information for each key position c. CEO's recommendation as it relates to Senior Leadership compensation 3) The Compensation Committee will review the information and provide a written report to be distributed to the Board for the January Board meeting that includes the following items: a. Review of Self-Assessment by Senior Leadership on Accomplishment of Goals b. Goals for the upcoming year for Senior Leadership and Associates c. CEO recommendations for Senior Leadership Compensation d. CEO recommendations for current year incentive compensation awards for Senior Leadership and Associates e. Evaluation of CEO Performance f. Assessment of CEO Compensation, including market comparative compensation information g. Assessment of Senior Leadership Compensation Adjustments h. Assessment of Associate Recognition Recommendations This report will be reviewed during an Executive Session of the Board each January.”

“Financial statements are available to the public upon request.”

“Form 990 is amended to attach revised audited financial statements as well as to reflect an audit adjusting journal entry posted after the original filing of Form 990.”

“Noncontrolling dividends paid 80,811. Change in Minority Interest 13,419. Contributions in Net Assets -2,872,184. Partnership Book-Tax Difference 69,898. Unrestricted Reclass -160,863. Retained Earnings Adjustment -411,655.”