Martin Memorial Health Systems Inc

“Executive compensation at martin memorial health systems ("mmhs") is governed and controlled by the compensation & retirement committee of the board of directors according to policies set by the board as a whole. The committee is made up entirely of community leaders, none of whom are employed by mmhs. The committee determines pay levels at mmhs in comparison with other not-for-profit hospitals and health systems like mmhs in size and complexity and which serve similar types of communities. It looks at national data but also takes into consideration data from similar health systems in the southeast region of the country. The committee reviews comparability data on salary levels, incentive pay, and benefit costs, assessing each element of compensation independently and total compensation in aggregate. The committee retains independent consultants to gather comparability data on executive compensation in the mmhs' peer group. These consultants regularly assist the committee in making its determination that executive compensation at mmhs remains reasonable and consistent with the board-approved mmhs executive compensation philosophy. Compensation reported in the form 990, particularly benefit costs, may be confusing, especially when making comparisons from one organization to another or even from one year to another for the same organization. Retirement benefit costs vary widely depending on the type of plan - defined benefit or contribution, and the age and tenure of the executive. The committee diligently follows best practices in governing executive compensation, including the process prescribed by the irs for governing executive compensation in the tax-exempt sector. It is committed to accurately disclosing executive compensation on form 990.”

“There are no other officers who receive compensation from martin memorial health systems, inc. Therefore part vi, line 15b has been answered "no" in accordance with form 990 instructions.”

“There shall be six (6) Members of the Executive Committee and the Members shall be composed of the Chairperson, the Vice Chairperson, the Immediate Past Chairperson, (if the Past-Chairperson is a Board Member), the Treasurer, the Secretary, and the President/CEO. The executive committee shall have the authority: (1) To transact all business of the Board during the period between meetings of the Board, subject to the limitations set forth in these Bylaws and any limitations otherwise imposed by the Board. (2) To initiate and recommend to the Board changes in the Bylaws of Martin Memorial Health Systems, Inc., or any of the affiliated corporations, or when requested to do so by Martin Memorial Health Systems, Inc.'s Board or an affiliate Board, or when the Committee deems that a change in Bylaws is needed. (3) To exercise on behalf of Martin Memorial Health Systems, Inc., the powers which Martin Memorial Health Systems, Inc. possesses as a sole Member of other Corporations which are not delegated by these Bylaws to other Committees of the Board. (4) To develop and establish the corporate MBO ("Management by Objective") and to review and evaluate the corporate MBO at the end of each year; to establish trigger mechanisms for the payment of incentive compensation each year; to establish personal goals and objectives for the President/CEO; and to otherwise establish other corporate goals and objectives as it deems appropriate. (5) Upon direction by the Board, to search for and recommend selection of any replacement President/CEO.”

“CHARLES CLEAVER AND ROB LORD - Business relationship”

“The Form 990 is reviewed in detail by internal management to ensure the accuracy and completeness of the return prior to filing with the IRS. The Form 990 is made available to all members of the Board of Directors subsequent to the filing of the form.”

“The Corporate Compliance Officer surveys each director, officer and key employee of Martin Memorial Health Systems and related affiliated companies. These annual surveys are designed to determine if any potential conflicts of interest exist. The Corporate Compliance officer educates board members, officers and key employees of their responsibility to report any possible conflicts of interest that may arise between annual surveys. The Corporate Compliance Officer also monitors and investigates any possible conflicts that may arise. If a potential or actual conflict of interest exists, the individual with the conflict will abstain from voting on any issues or participating in discussions that are related to the conflict of interest.”

“Martin Memorial Health Systems does not make its governing documents, conflict of interest policy, or financial statements available to the public.”

“transfer from affiliates - 25462986; transfer to affiliate - -25462986;”