Prisma Health-Midlands

“Palmetto health has two members: richland memorial hospital (class r member) and baptist healthcare system of sc, inc. (class b member).”

“The class r member and the class b member nominate and elect six directors each to the palmetto health board of directors. Those twelve directors and the ceo nominate and elect an additional three members. These 15 directors in addition to the ceo make up the 16 total voting members of the board.”

“The class r and the class b member have "reserved powers." these powers include (quoted directly from palmetto health bylaws): "(i) any change in the board that would result in those directors selected by the class r and the class b members comprising, on a combined basis, less than a majority of the total number of directors; (ii) any change that would result in the class r member having the right to elect a different number of directors than the class b member; (iii) any change in a member's rights regarding the election or removal of directors; (iv) approval of any amendment to, or repeal of, the articles of incorporation of the corporation (the "articles"); (v)approval of any merger, consolidation, sale, or lease of all or substantially all of the assets of the corporation; (vi) approval of the dissolution of the corporation; (vii) approval of the addition of a member; (viii) any change in provisions of the members' pre-incorporation and joint operating agreement (the "joint operating agreement") or these bylaws that require that if the chair is elected from among the richland directors, the vice chair must be elected from among the baptist directors and vice versa; (ix) any change in provisions of the joint operating agreement or these bylaws regarding the duties or composition requirements of the executive management committee of the board; (x) any of the board actions described in section 3.14.2.7, below, regarding palmetto health baptist easley; (xi) any change in the mission statement; (xii) approval of the strategic plan of the corporation or any material modification thereto; and (xiii) any amendment or repeal of these bylaws that would affect any authority or privilege of a member as described above." further explanation for item (x): approval of a merger, consolidation, sale, or lease of all or substantially all of the assets of palmetto health baptist easley ("phbe"), approval of the conversion of phbe to primarily an outpatient facility, or approval of the discontinuation of operation of phbe.”

“Palmetto health's form 990 was reviewed in detail by the director of accounting and system vice president of finance. The form was discussed and reviewed in detail by outside tax advisors. The cfo then conducted a higher level review of the form with the system vice president of finance. The 990 was provided to palmetto health's board of directors and each member was allowed ample time for review and to make inquiries before filing with the irs.”

“Each member of the board of directors shall complete an annual acknowledgement statement that each of them (a) has received a copy of the rules of conducted (conflicts of interest policy), (b) has read and understands the policy, (c) agrees to comply with the policy, (d) understands that the policy applies to all committees, and (e) understands that the organization is a charitable organization and must continuously engage primarily in activities which accomplish one or more of its tax-exempt purposes. These acknowledgement statements are retured to the audit, compliance, and finance committee for review and follow-up as appropriate. The chair of the audit compliance and finance committee reports to the full board that the above-referenced process has been completed. Upon hire, each employee is educated on palmetto health's potential conflicts of interest policy and is asked to document any relationships that may create a potential conflict of interest on a form that is reviewed by corporate compliance and retained in the employee's human resources file. Annually, the policy is reviewed via computer-based training that is mandatory for all employees. Situations that are believed to be actual conflicts are addressed by corporate compliance, department management and senior leadership as necessary.”

“Palmetto health's executive compensation committee (the "committee"), composed of members of the board of directors who are disinterested in and independent from the persons compensated, oversees palmetto health's executive compensation and benefits programs. The committee annually receives a report from its independent executive compensation consultants on the executive compensation program, including third-party comparability date for functionally-similar positions at similarly-situated organizations (the "compensation review"). Last completed in september of 2015, the salary review includes market analyses for base salaries, total cash compensation and benefits and aggregate total compensation values for the chief executive officer, president, executive vice presidents, senior vice presidents and system vice presidents. In support of the qualification for the rebuttable preseumption of reasonableness, the committee reviews and approves the ceo's compensation as well as the ceo's recommendations for compensation paid to the president, executive vice president, senior vice president and system vice president positions, based on the board-approved compensation philosophy and the compensation review, and the decision is documented in meeting minutes. In addition, the committee reviews the information in the compensation review relating to aggregate total compensation paid to the president, executive vice president, senior vice president and system vice president positions.”

“The organization's audited financial statements are published annually and quarterly financial information information is available to the public at www.dacbond.com”

“Subsidiary equity transactions -418,900. Unrealized changes on derivatives -21,500,688. Net adjustment for defined benefit 1,260,602. Change in foundation interest -898,798. Other changes in net assets -1,534,646.”

“This process has not changed from the prior year.”