Baptist Health Deaconess Madisonville Inc.

“Members or stockholders baptist healthcare system is the sole corporate member of baptist health madisonville.”

“POWER TO ELECT OR APPOINT MEMBERS THE BOARD OF DIRECTORS IS TO BE APPOINTED BY BAPTIST HEALTHCARE SYSTEM. POWER TO ELECT OR APPOINT MEMBERS To THE BOARD OF DIRECTORS IS TO BE APPOINTED BY BAPTIST HEALTHCARE SYSTEM.”

“Decisions reserved to members or stockholders the consent & approval of the sole member shall be required for all major corporate actions, and any act the result of which would be to: a. Approve the mission, vision, and value of the corporation and amendments thereto; b. Approve amendments to the articles of incorporation and the bylaws of the corporation; c. Approve the strategic plan of the corporation; d. Approve the transfer or disposition of all or substantially all of the corporation's assets or investment or interest in any business enterprise; any merger, combination, or reorganization of the corporation; any liquidation, reorganization, or recapitalization of the corporation; or any agreement to do the foregoing; e. Approve the capital expenditure and operating budgets of the corporation, and any unbudgeted expenditures over $500,000; f. Selection of the corporation's auditor; g. Approve the incurrence of debt of the corporation above $500,000 or other amount established by bhs and the making of any capital expenditure above $500,000 or other amount established by bhs; h. Approve the appointment, removal, and evaluation of the president or chief executive officer of the corporation acting through the president and chief executive officer of bhs; i. Appoint or remove, with or without cause, the members of the board of directors of the corporation. Appointment and removal shall not require a recommendation of the corporation's board; j. Appoint or remove, with or without cause, the chair of the board of the corporation. Appointment and removal shall not require a recommendation of the corporation's board; k. Authorize execution of any contract, agreement, or similar instrument by which the corporation may be obligated to pay more than an amount established by bhs; l. Acquire any stock of any corporation or any equity in another corporate form, or invest in or acquire any interest in any business enterprise.”

“Process used to review the form 990 the internally prepared form 990 is reviewed and approved by tax consultants. Copies are given to each voting member of the board prior to filing for their review. The form 990 is then presented at a monthly meeting of the hospital's board of directors before it is filed.”

“Monitoring and enforcement of compliance with conflict of interest policy conflict of interest statements are completed for each board member, principal officer, and committee member with board delegated powers. The chairman of the board of directors is responsible for being familiar with the statements and identifying existing or contemplated transactions or relationships which may give rise to a conflict of interest. Affected board members, officers, and committee members are also responsible for bringing conflicts which they may be a part of to the attention of the board. Such affected parties are required to withdraw from the meetings for the time in which the matter continues under discussion. If the matter is brought to a vote, the affected party will not vote on it. If the matter requires a special called meeting, the affected party will not be counted in establishing a quorum. The board will also appoint a non-interested person to investigate alternatives to the proposed transaction.”

“Compensation determination process executive compensation for bhm is reviewed annually in september. The last review was performed in 2012. This review was also included in the review performed at the system level. Compensation packages for organization executives and other officers are compared with independent surveys and recommendations of consultants. Compensation is ultimately approved by the compensation committee and documented in a written employment contract.”

“Process for making documents available to the public the organization's governing documents, conflict of interest policy, and financial statements are available upon request in the organization's administrative office.”

“STATEMENT OF PROGRAM SERVICE ACCOMPLISHMENTS a. Baptist Health Madisonville is an acute care hospital serving numerous rural communities and offering a broad range of inpatient and outpatient services. Baptist Health Madisonville provides a substantial amount of charity care as detailed below in the Community Service section. Baptist Health Madisonville provided care for 9,042 inpatient adult, pediatric, and nursery admissions from during fiscal year 2014. Patient days totaled 41,748. There were 949 live births, of which over 58% were Medicaid births. Surgery visits totaled 6,049 for fiscal year 2014. Baptist Health Madisonville's Mahr Cancer Center is approved by the American College of Surgeons' Commission on Cancer, receiving the No. 1 overall rating. The Mahr Center provided services to over 44,942 patient visits during fiscal year 2014 and is affiliated with the James Graham Brown Cancer Center at the University of Louisville. b. Baptist Health Medical Associates is a multi-specialty physician group practice with over 50 providers offering a broad range of medical services including specialty and subspecialty services. Baptist Health Medical Associates operated five clinics in rural communities bringing healthcare to medically underserved areas. Baptist Health Medical Associates provided a total of 253,314 patient encounters during fiscal year 2014. c. Trover Foundation Residency Program is an educational program in which Foundation physicians instruct and work with Residents. The Residency Program is affiliated with the University Of Louisville School Of Medicine. 24 residents were involved in the Residency Program during 2014. d. The Dr. Loman C. Trover Medical Education and Research Center (Trover Education and Research Center) provides numerous educational programs that benefit the communities of Western Kentucky. In addition to the Family Practice Residency Program, the Trover Education and Research Center collaborates with Murray State University to offer a graduate degree in nurse anesthesia. The program is dedicated to graduating nurse anesthetists of the highest professional competence who are committed to returning to rural areas to practice. Baptist Health Madisonville serves as the primary clinical site. The Trover Education and Research Center also coordinates the West Area Health Education Center (AHEC) program, connecting the academic health centers at the University of Kentucky and University of Louisville with medically underserved communities throughout the state, in an effort to address Kentucky health care access problems. The Foundation is a regional campus for the University Of Louisville School Of Medicine through the Foundation's Off-Campus Teaching Center. The Center provides individualized clinical training in a small-town environment, with a goal towards increasing the number of physicians in rural areas. The Trover Education and Research Center is a location for the University of Kentucky's Center for Rural Health, created to improve the health status of the rural population of the state. The Trover Education and Research Center sponsors the Delta Project for 20 counties in the state of Kentucky. The goal of the Delta Project is to improve the health status and health care system in each county served. During the fiscal year 2014, 29,126 students were contacted in approximately 67 different schools. e. Green River Hospice is a program assisting terminally ill patients and their families through the death and bereavement process. The Hospice provided service for 10,980 hospice days during the fiscal year. 2014 COMMUNITY SERVICE Service Detail Hours No. of Events Community Contacts -------------------------------------------------------------------------- Educational and Health Improvement Events 16,552 1,310 499,768 Community Events 2,032 43 134,423 Donations/Support 5,347 4,681 1,203,818 Total 23,931 6,034 1,838,009 Total Events 6,034 Total Employee Hours 23,931 Total Community Contacts 1,838,0”

“OTHER FEES EXCEEDING 10% Purchased Services $23,207,290 Purchased Maintenance $ 412,393 Consultant Services $ 452,131 Outside Professional $ 2,596,351 Contract Personnel $ 648,631 Maintenance Agreements $ 1,448,018 Recruiting $ 256,847 Locums & Physician Services $ 3,888,099 Collection Expense $ 518,337 total $33,428,097”

“OTHER CHANGES IN NET ASSETS INTERCOMPANY PAYABLE AND RECEIVABLES RECLASSIFIED AS EQUITY $(12,820,769) NET ASSET TRANSFERS TO Baptist Healthcare System $ 4,187,590 ------------- TOTAL $ (8,633,179)”