Navicent Health Inc

“Ah georgia, inc., a tax exempt 501(c)(3) organization, is the sole member of the organization.”

“Ah georgia, inc. Is the sole member of navicent health. As the sole member, it appoints two members to the board of directors and approves the appointment of all other members of the board. In addition, certain corporate actions require the prior approval of the sole member.”

“Prior approval of the sole member is required before the following actions may be taken by the filing organization's board of directors: amending or restating the articles of incorporation or bylaws; appointment or removal of the president and ceo; organizing any subsidiary; undertake any joint venture, merger, consolidation, acquisition or reorganization; entering any transaction providing incur, restructure, refinance, discharge or defease any debt; adopt or amend strategic or capital plans; adopt operating and capital budgets; and amend or terminate any hospital facility lease.”

“The filing organization's board of directors receives copies of the form 990 with sufficient time to permit review, comment, and questions prior to its filing. If modifications are required following such review and comment, the revised form 990 is redistributed to all directors prior to its filing with the irs, along with a report noting the modifications.”

“The organization requires its officers, directors and key employees to annually review the conflict of interest policy and determine any potential conflicts of interest. Any potential conflicts noted in the questionnaire are reviewed by a standing committee for appropriate resolution. All members of the board of directors are required to determine and report annually, and as they arise, any potential conflicts of interest to the secretary of the board of directors. The resolution of potential and actual conflicts is subject to the approval of the chair of the board.”

“The compensation and benefits committee (the "committee") of the advocate health, inc. Board of directors has authority as the navicent health board delegates to it, for the review and approval of senior executive compensation, including senior executive incentive plans. No member of the committee is an employee of navicent health, inc. Or the filing organization. The committee relies upon an external, independent compensation consultant experienced in healthcare to provide the committee with compensation comparability data for new executive position appointments and for compensation reviews for existing executives. The consultant, which is retained directly by the committee, provides third-party information and evaluates the competitiveness and reasonableness of executive compensation and benefits programs in relation to market practices for similarly situated healthcare organizations. The committee makes its decisions with respect to executive compensation in accordance with navicent health, inc. And the filing organization's policies, irs regulations, and standard corporate governance practices. Such policies include adherence to executive compensation philosophy and review processes; processes ensuring committee member and compensation consultant independent; use of valid market comparisons of data from healthcare organizations of similar size, structure, and complexity, and establishment of the rebuttable presumption of reasonableness, per irs guidelines. Minutes of the deliberations of the committee are maintained in the advocate health, inc. Legal department.”

“The organization's articles of incorporation are available to the public on request. The organization's bylaws are not published, but provisions from the bylaws are included as necessary in the organization's policies and are attached to the form 1023 filed for the organization with the irs, which is publicly available. The conflict of interest policy and financial statements are available to the public on request.”

“Pension-post retirement adjustment 6,311,399. Subsidiary equity -7,861,210.”