Norton Properties Inc.

“The executive committee shall possess and may exercise all the powers and authority of the board of trustees in the management and direction of the business and affairs of the corporation. However, the executive committee does not possess the authority to do the following: a ) fill vacancies on the board; b) change the membership of the executive committee; c) make decisions to merge, liquidate, or otherwise make decisions outside of the normal course of business; d) make final determinations of long-term policy; e) hire or fire the chief executive officer; and f) amend the articles of incorporation or bylaws.”

“Mr. Stephen a. Williams, president and ceo of norton healthcare, inc., is also an officer for norton healthcare, inc., norton hospitals, inc., community medical associates, inc., and norton properties, inc. Maria l. Bouvette, president and ceo (through july 31, 2013) of porter bancorp, inc. Is a trustee for norton healthcare, inc., norton hospitals, inc., community medical associates, inc. And norton properties, inc. Mr. Williams is a board member of porter bancorp, inc. - business relationship”

“Norton healthcare, inc. Ein 61-1028725 is the sole member of norton properties, inc.”

“The board of trustees of norton healthcare, inc. Appoints the trustees of the organization.”

“According to the articles of incorporation of the organization, norton healthcare, inc., the sole member, possesses all of the rights granted to a member pursuant to law, including the right to elect trustees or directors and approve amendments to the articles of incorporation of the organization. Norton healthcare, inc., also possesses the right to require the organization to (i) provide contributions of funds of the organization to pay all or a portion of the principal of, interest on, and all other payments to become due and owing with respect to any and all indebtedness incurred by norton healthcare, inc., and (ii) provide security for such indebtedness.”

“At the october 9, 2014 finance committee meeting of norton healthcare, inc. (norton), the 990s were discussed and committee members had an opportunity to ask questions. Coinciding with the finance committee meeting, electronic copies of the 990s were made available to all members of the finance committee and board of trustees through the director's portal site. Norton is the parent of community medical associates, inc., norton hospitals, inc., norton properties, inc., norton healthcare foundation, inc., and the children's hospital foundation, inc.”

“The organization regularly and consistently monitors and enforces compliance with the conflict of interest policy by annually distributing a questionnaire that requires officers, trustees, and key employees to disclose interests that may give rise to conflicts. If a conflict arises, the policy provides procedures for addressing conflicts to ensure decisions are made in the best interest of the organization.”

“See narrative below for line 15b”

“The organization takes all necessary steps to ensure that compensation for all officers, directors and key employees is reasonable and appropriate for the services provided to the organization. The organization provides a total compensation package that is on par with compensation provided by similar organizations and which conforms to the policies and guidelines set out by the board of trustees. Norton healthcare, inc. (nhi) engages an outside independent compensation consultant, integrated healthcare strategies (ihs), to provide comparability data for nhi's officers and key employees on total compensation for similar positions at health systems and hospital organizations similar in size, scope of services, and circumstances. In addition, the organization participates in third party surveys which provide aggregate, comparative compensation data for officers and key employees in similar positions at similar organizations. Ihs consultants presented and discussed this comparability data in 2012 for the 2013 compensation review and met in 2013 for the 2014 compensation review with the committee of board leadership (now executive committee) of the board of trustees (board) the committee reviewed the executive compensation and benefits program, determined total compensation for the ceo, and approved compensation for other officers and key employees. The committee reviewed nhi's variable compensation program and determined appropriate awards for performance relative to goals set for the year. After the committee determined appropriate compensation and benefits for officers and key employees, the board approved their total compensation. Employment contracts for the ceo, coo, and cfo and key employees are signed, and reviewed as necessary.”

“Financial statements, governing documents, and conflicts of interest policies are not required disclosures pursuant to internal revenue code (irc) section 6104. These documents are not available to the public.”

“Norton healthcare, inc. (nhi) and affiliates (norton hospitals, inc., community medical associates, inc., norton properties, inc., norton healthcare foundation, inc., and the children's hospital foundation, inc.) encourages and facilitates board member attendance at educational programs and conferences on subjects relevant to nhi. Nhi's travel policy for board of trustees provides that for each trustee that attends at least one out of town educational conference, a lump sum stipend will be paid to cover unreimbursed travel expense and other miscellaneous expenses associated with conference preparation, attendance or follow up. In compliance with irs regulations, nhi provides a form 1099 to any trustee that receives a stipend. These amounts have been reported in part vii of the form 990 as reportable compensation to the trustee receiving stipends in 2013.”

“Norton healthcare, inc. (norton) ein 61-1028725 is the common paying agent for norton properties, inc. (properties) and therefore, all vendors, including independent contractors, are paid and reported by norton on behalf of properties for purposes of part v, line 1. The number of 1099s reported and filed for 2013 by norton for properties, was approximately 91. Properties has approximately 10 independent contractors exceeded $100,000 for 2013.”

“Norton healthcare, inc. Ein 61-1028725 is the common paying agent for norton properties, inc. Therefore, all applicable irs tax compliance filings are reported by norton healthcare, inc. On behalf of norton properties, inc. Norton properties, inc. Has approximately 47 employees.”