Santafe Healthcare Inc.

“The amended bylaws clarify that the board officers of santafe healthcare, inc. Are also the board officers of each affiliate organization, with the same terms in office. The amended bylaws clarify the ceo's authority to appoint and assign duties to vice presidents and to designate executive vice presidents and senior vice presidents. The president and executive and senior vice presidents are designated as executive officers. Vice presidents, other than executive and senior vice presidents, are designated as corporate officers. The amended bylaws clarify the ceo's authority to remove, and to set compensation of, executive officers and corporate officers. The amended bylaws authorize the board of directors to appoint, remove, replace, and specify the duties of the assistant secretary and assistant treasurer. If the board of directors appoints an assistant secretary or assistant treasurer, the secretary and treasurer are authorized to delegate duties to assistant secretary and assistant treasurer, respectively.”

“The organization's process for ensuring the accurate preparation, review and approval of the 2018 form 990 began with professional development of staff (several of which are cpas) which were involved in the preparation of the 2018 form 990. In addition to staff development, which included attending tax seminars and classes, management also consulted with independent accounting firms and tax legal counsel regarding the irs form 990 code and filing requirements. The organization also previously educated its management team, officers and directors, with the assistance of pricewaterhousecoopers llp, regarding the form 990 and their involvement in reviewing the return. Following management's preparation of the 2018 form 990, pricewaterhousecoopers llp reviewed the 2018 form 990. A copy of the 2018 form 990 and attachments were provided to the organization's current board of directors for their review and comment. Executive management addressed any questions raised by the board members prior to filing the 2018 form 990 and attachments with the irs.”

“Santafe healthcare, inc. Has a procedure for monitoring and enforcing compliance with its corporate conflict of interest policy (policy). Each covered person shall receive a copy of the policy for review, submit an affirmation, and complete a questionnaire which is attached to the code of ethical business conduct. The procedure details that the corporate secretary has responsibility for delivery of the policy to directors and officers and receipt of their affirmations and questionnaires. The human resources department shall obtain the affirmation and questionnaire from every new employee at orientation and from all employees annually. Members of corporate advisory boards submit the affirmation and questionnaire to the chief compliance officer. Annual conflict of interest statements are reviewed by internal staff to ensure records are complete. As part of the corporate contract review process, consideration is given to any potential conflicts of interest involving operational or financial transactions. All employees are expected to disclose any potential or actual conflict. Initial review of employee questionnaires will be performed by the human resources department with review of any disclosures by the chief compliance officer who will evaluate, make necessary inquiries, and investigate alternatives. Board members shall disclose any potential or actual conflict to the chairman of the santafe healthcare, inc. Board, and the chairman or chief compliance officer shall evaluate conflict disclosures and, if appropriate, investigate alternatives and report to disinterested board members for resolution. The minutes of the board or any committee meeting at which a potential or actual conflict of interest is disclosed or discussed shall reflect the name of the interested party, the nature of the conflict, the deliberations and the resolution of the conflict. If it is determined that a covered person has failed to comply with the policy, the chief compliance officer or the chairman shall take appropriate action, which may include removal from office or termination of employment.”

“Michael p gallagher is the president and chief executive officer (ceo) of santafe healthcare, inc. Mr. Gallagher is compensated by santafe healthcare, inc. Santafe healthcare, inc. Utilizes the following process to establish the ceo's compensation and benefits: the board of directors annually retains an independent third party compensation and benefits consulting firm (firm) to conduct a market competitiveness review of the ceo's total direct compensation (base salary, annual incentives and long term incentives) and benefits. The competitive analysis includes comparison to similar positions in companies of similar size within the same or similar industry. The firm makes recommendations, if any, directly to the board of directors. The board of directors establishes the final compensation and benefit package for the ceo taking into consideration the market competitiveness review and final recommendation of the firm. The firm provides an opinion letter regarding the reasonableness of the final compensation and benefits package. The actions of the board are documented in the minutes of the board meeting. Form 990, part vi, section b, line 15b: process for determining compensation for listed persons of santafe healthcare, inc. Is as follows: the santafe healthcare, inc. Board of directors annually retains an independent third party compensation and benefits firm (firm) to conduct a market competitiveness review of all executives' total direct compensation (base salary, annual incentives, and long-term incentives) and benefits. The competitive analysis includes comparisons to similar positions in companies of similar size within the same or similar industry. After completion of its review, the firm makes recommendations, if any, directly to the board of directors. The firm provides an opinion letter regarding the reasonableness of total direct compensation and executive benefits. The actions of the board are documented in the minutes of the board meeting. The santafe healthcare, inc. Board of directors annually retains an independent third party consultant to conduct a market competitiveness review of the board of directors' (including officer positions) compensation. The competitiveness analysis includes comparisons to both not-for-profit and public company (excluding equity component) data for companies within the same or similar industry. Any compensation changes are approved by the board of directors based on the market competitiveness study.”

“Santafe healthcare, inc.'s procedure for making various documents available to the public: santafe healthcare, inc. Makes its governing documents available to the public on a case by case basis if requested directly from the organization. The articles of incorporation can be accessed directly through the florida department of state, division of corporations website at www.sunbiz.org. The corporate bylaws, conflict of interest policy and audited combined financial statements, which include santafe healthcare, inc., can be obtained directly from the organization upon written request.”

“Compensation paid by related organizations: certain senior executives are accountable for and perform services for santafe healthcare, inc. And each of its affiliates. Santafe healthcare, inc. And affiliates represent a diversified family of not-for-profit organizations with over $2 billion in gross receipts and more than 2,000 employees. These senior executives are paid by santafe healthcare, inc. And their compensation and benefits are apportioned and charged to the respective affiliates based on the estimated amount of time spent on each affiliate's activities. For 2018, executive compensation and benefits paid by santafe healthcare, inc. Were apportioned and charged to related organizations as follows: 90% - michael p gallagher, chief executive officer/president/director 95% - randall l stuart, sr vp/cfo - avmed, inc./assistant treasurer 95% - catherine e ayers (through 7/31/2018), sr vp human resources - avmed, inc./assistant secretary 90% - steven m ziegler, sr vp legal & compliance - avmed, inc./assistant secretary 100% - james m repp, president/chief operating officer - avmed, inc. 100% - r bradford bentley, sr vp/segment strategy & performance - avmed, inc. 100% - winston lonsdale, sr vp delivery solutions - avmed, inc. 100% - james a simpson, sr vp/chief information officer - avmed, inc. 100% - ann o wehr md, sr vp/chief medical officer, population health/ provider alliances - avmed, inc. 100% - gayle mattson, president - haven hospice & hospice of the florida keys, inc./vna 100% - troy r hart, president - santafe senior living, inc. 100% - edwin rodriguez md, regional medical director - avmed, inc. 100% - robert d bonnell md, regional medical director - avmed, inc. 100% - barry wagner, former vp claims & service operations - avmed, inc. 100% - javier mendoza, vp production portfolio management - avmed, inc. 100% - robin flory, vp regional network south - avmed, inc. 100% - brian p brown, head of group sales & retention - avmed, inc.”

“Compensation to independent contractors in this section include both payments made by santafe healthcare, inc. For its sole benefit and also payments made for the benefit of related entities.”

“Change in minimum liability for qualified pension plan -4,754,983.”

“Audit oversight process: the company's audit committee has not changed its process for selection of the independent accountant or its process for managing the audit.”