Martin Memorial Foundation Inc

“Executive compensation at martin memorial health system ("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 martin memorial foundation. 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.”

“Compensation of vp/cpo follows the same process as described in part vi, line 15a.”

“CHARLES CLEAVER, ROB LORD, AND JESSICA MCLAIN - Business relationship”

“Martin Memorial Health Systems, Inc. a 501(c)(3) tax exempt corporation is the sole member of Martin Memorial Foundation, Inc.”

“The member of martin memorial foundation may elect, remove or replace the members of the governing body.”

“The Board of Directors may not, without the prior approval of the Sole Member of the Corporation: 1. Adopt any annual or long-term capital or operational budget or any changes therein exceeding five percent (5%) of the total original budget; 2. Authorize the Corporation to enter into any contract or engage in any transaction which is not provided for in an annual or long-term capital or operational budget approved by the Sole Member of the Corporation where the amount involved exceeds $100,000.00; 3. Adopt any new, or any changes to existing, long-term or master institutional plans of the Corporation; 4. Adopt a plan of dissolution of the Corporation; 5. Authorize the Corporation to engage in, or enter into, any transaction providing for the sale, mortgage or other disposition of all or substantially all of the assets of the Corporation; 6. Adopt a plan of merger or consolidation of the Corporation with another corporation; 7. Approve any contributions, grants or loans in excess of $10,000.00 by the Corporation to any other organization or corporation other than the Sole Member of the Corporation; 8. Organize or acquire, or authorize the organization or acquisition of, any subsidiary or affiliate of the Corporation ("affiliate" shall include any corporation, association, partnership trust, joint venture or other entity directly or indirectly controlling, controlled by, or under common control with the Corporation); or 9. Amend the articles of incorporation.”

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

“Uncollectible pledges - -146876; unrealized gain on charitable remainder trusts - -970181;”

“Martin Memorial Foundation does have an audit committee that has responsibility for the oversight of the audit of the financial statements and the selection of an independent accountant. The Audit Committee is comprised of board members of Martin Memorial Foundation.”