Gwinnett Health System Inc

“Norwood davis greg shumate business relationship”

“Effective 12:01 a.m. On august 28, 2019, gwinnett health system, inc. Merged with and into northside health services, inc., an unrelated georgia nonprofit corporation that has been recognized as exempt under section 501(c)(3) of the internal revenue code of 1986 (the successor organization), with the successor organization surviving the merger. The merger occurred prior to the filing of this return. After the return was prepared and prior to filing, it was reviewed in detail by senior financial management of the successor organization. A short period final return for gwinnett health system, inc. Will be filed subsequent to the filing of this return.”

“Annually, a conflicts of interest questionnaire is distributed to and discussed with each member of the board of directors. The legal department is responsible for ensuring these questionnaires are signed and returned. Legal monitors all transactions involving conflicts of interest with board members. Board members must disclose potential conflicts using a reasonable belief standard; play no direct or indirect part in deliberations; and absent themselves from the meeting at which any potential conflict is discussed. Only nonconflicted members may decide to pursue a transaction or arrangement involving a conflict if a majority determines the transaction or arrangement is in the organization's best interest. Violation of the coi policy is subject to corrective action, including exoneration, censure and/or requesting the resignation of the member. Approval for any loans, payments, honorariums, trip or travel reimbursements, services, products, entertainment, prizes or awards provided to any board member must be approved by an administrative officer or his or her designee. The ceo must obtain approval of the chairman of the board (and payments to the ceo are approved by another administrative officer). In addition, human resources sends out a coi policy and disclosure form to officers and key employees every 3 - 5 years. These officers and key employees are required to disclose any potential conflicts that arise during the fiscal year.”

“The gwinnett health system, inc. (health system) board of directors has established a compensation committee made up of various independent board members who review compensation of the ceo, top management and other key employees throughout the multi-entity healthcare system. This compensation committee is responsible for the review and approval of the compensation of the ceo. The ceo is responsible for determining the compensation of top management with oversight by the compensation committee. An independent professional executive compensation consulting company hired by the board of directors provides salary and benefit survey information and makes recommendations to the compensation committee regarding the compensation of the ceo, top management and key employees. These periodic surveys are conducted to ensure the salaries and benefits for health system executives and other disqualified persons are compensated appropriately at fair market value.”

“SEE NARRATIVE AT 15A.”

“Governing documents are filed with and available on the georgia secretary of state website or through that office. These documents can also be obtained by contacting gwinnett hospital system. The conflict of interest policy can be obtained by contacting the hospital. Certain documents are available upon request at the hospital. For more information visit - https://www.gwinnettmedicalcenter.org/facilities/northside-hospital- gwinnett.”

“Board members of gwinnett entities are provided a small stipend for their services. K. Carlton buchanan, md receives medical and health care payments as compensation for physician services. William f. Mcgann, md was paid for services as a medical director. The wages reflected in part ix of form 990 were paid by gwinnett hospital system, inc.”

“In conformance with the presentation of the audited financial statements, revenues (other than those of gwinnett cardiology services, llc) are recorded on the books of gwinnett hospital system, inc.”

“Gwinnett health system, inc., (health system) is operated for the benefit of and to perform the functions of gwinnett hospital system, inc. Health system is the functionally integrated parent entity of a multi-entity healthcare system that operates hospitals, emergency rooms, clinics and ancillary facilities in order to achieve its not-for-profit mission. Health system is responsible for strategic planning, financial planning and resource allocation for the multi-entity system.”

“Page 1 principal officer and signing officer - robert t. Quattrocchi is president and ceo of northside hospital, inc. Mr. Quattrocchi serves as the principal officer of gwinnett health system for fiscal year ended june 30, 2019 solely in his capacity as president and ceo of northside hospital, inc., successor-in-interest by merger to gwinnett health system, inc. Shannon a. Banna is the cfo of northside hospital, inc. Ms. Banna serves as the cfo of gwinnett health system for fiscal year ended june 30, 2019 solely in her capacity as cfo, northside hospital, inc., successor-in- interest by merger to gwinnett health system, inc.”

“In july 2018, gwinnnett health system discontinued the operation of its cardiology program. Gwinnett consultants in cardiology was transferred to and began operating as part of gwinnett medical group, inc., a related tax-exempt organization.”

“Fund balance transfer from hospital 4,574,013 fund balance transfer to related party -250,000 total 4,324,013”