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”

“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. (Norton), 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 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, and (II) provide security for such indebtedness.”

“AT THE September 27, 2018 NORTON HEALTHCARE, INC. (NORTON) FINANCE COMMITTEE MEETING AND AT THE OCTOBER 18, 2018 NORTON BOARD OF TRUSTEES MEETING, THE 990S WERE DISCUSSED AND COMMITTEE MEMBERS AND TRUSTEES 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 THE BOARD OF TRUSTEES THROUGH THE DIRECTOR'S PORTAL SITE, PRIOR TO THE FILING WITH THE IRS. NORTON IS THE PARENT OF NORTON PROPERTIES, INC., COMMUNITY MEDICAL ASSOCIATES, INC., NORTON HOSPITALS, 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. (Norton) engages an outside independent compensation consultant, Integrated Healthcare Strategies (IHS), to provide comparability data for Norton'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 2016 for the 2017 compensation review and met in 2017 for the 2018 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 Norton'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.”

“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. (Norton) 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 Norton. Norton'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, Norton 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 2017.”

“Norton healthcare, inc. (norton) ein 61-1028725 is the common paying agent for norton properties, inc. (properties) and therefore, all applicable irs tax compliance filings are reported by norton on behalf of properties. Properties has approximately 68 employees.”

“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 2017 by norton for properties, was approximately 85. Properties has approximately 14 independent contractors exceeded $100,000 for 2017.”