Unknown Organization

“Description of Relationships The Board of Directors and Officers are made up of executives from related organizations. The following individuals have a business relationship in that they serve on the Board of Directors of the organization and are officers and/or directors of a related organization: Janet Norton, Carl Herde, and James Morris.”

“Description of Classes of Members or Stockholders BHS (EIN: 61-0444707) is the sole member of the Corporation.”

“Description of Classes of Persons and the Nature of Their Rights The sole member appoints all Directors.”

“Descr Classes of Persons, Decisions Requiring Appr & Type of Voting Rights 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) amend, repeal or alter the articles of incorporation or bylaws; (b) merge or consolidate or agree to merge or consolidate the corporation with or into any other organization; (c) liquidate, reorganize or recapitalize the corporation; (d) adopt the corporation's annual operating budget & capital expenditures budget; (e) create or incur any unbudgeted indebtedness which exceeds $100,000; (f) make any unbudgeted capital expenditure which exceeds $100,000; (g) other than acquiring marketable securities held for investment purposes, acquire the stock of any corporation or invest in or acquire an interest in any business enterprise; (h) sell or agree to sell or otherwise dispose of all or a substantial part of the assets of the corporation or any investment or interest in any business enterprise, other than marketable securities disposed of in the ordinary course of the corporation's activities.”

“DESCRIBE THE PROCESS USED BY MANAGEMENT &/OR GOVERNING BODY TO REVIEW 990 A copy of the 990 is provided to the board of directors prior to the filing of the return. Any questions or comments are addressed by explanation or a change to the form.”

“DESCRIPTION OF PROCESS TO MONITOR TRANSACTIONS FOR CONFLICTS OF INTEREST Annually, the secretary of BHS sends out a conflict of interest questionnaire to each of the directors and officers serving on the board of BHA. After completion, they are returned to the secretary and reviewed by the Board or the Governance Effectiveness Committee for any potential conflicts. A conflict of interest is any circumstance, relationship (financial or otherwise), activity or decision (made in the course of governance, management or professional responsibilities or otherwise) that adversely influences or appears to adversely influence the ability of a Covered Person to: 1) make objective decisions on behalf of BHA and/or 2) act in the best interests of BHA in a manner consistent with the tax-exempt purposes of BHA. The Board or Committee will determine by a majority vote of disinterested directors whether the disclosed Financial or Special Interest may result in a Conflict of Interest.”

“COMPENSATION DETERMINATION PROCESS The President of BHA is not an employee of BHA, but is an employee of BHS, a tax-exempt 501(c)(3) organization which is the sole member of BHA. The President is compensated by BHS. Annually in September, the Baptist Healthcare System, Inc. Compensation Committee reviews the compensation, including base compensation and incentive compensation for the CEO and all officers and key employees of BHS. except for the Secretary and Assistant Secretary. Compensation for these employees is reviewed and approved by the CEO of BHS. The BHS Compensation Committee is comprised of independent Board Members. The Committee retains a Compensation Consultant to advise the Committee and who provides data as to comparable compensation for similarly qualified persons in functionally comparable positions at similarly situated healthcare organizations. The Committee reviews this information in approving annual base and incentive compensation and other items of reportable compensation described on Schedule J of the IRS Form 990. The decisions of the Committee regarding compensation are contemporaneously documented in the minutes of the Committee. Annually, the Committee Chairperson and the Compensation Consultant provide a report on executive compensation to the full Board of Directors of BHS. With the exception of Lisa Shea, Assistant Secretary, officers of BHA are not employees of BHA nor are they compensated by BHA. The BHA officers are employees of BHS and are compensated by BHS. The compensation of these officers is either reviewed and approved by the Compensation Committee of the BHS Board or is reviewed and approved by the BHS President & CEO.”

“AVAIL OF GOV DOCS, CONFLICT OF INTEREST POLICY, & FIN STMTS TO GEN PUBLIC The organization will provide any documents open to public inspection upon request.”

“HOURS WORKED FOR RELATED ORGANIZATION Officers for BHA provide services to BHS and its subsidiaries. Hours worked are not tracked on an entity by entity basis. Therefore, all officers' hours reported on Form 990, Part VII, Compensation of Officers, Directors, Trustees, Key Employees, Highest Compensated Employees, and Independent Contractors represent aggregate hours worked per week for all entities.”

“Baptist Healthcare Affiliates, Inc. is D/b/a Baptist Health La Grange.”

“EXPLANATION OF AUDITED FINANCIAL STATEMENTS The activity of BHA is reported in the consolidated financial statements of BHS. No individual audit of BHA is completed. Therefore, the attached audited financial statements are of BHS (which include the activity of BHA).”

“OFFICER COMPENSATION Certain officers of BHA were paid by BHS. The salary expense was allocated 100% to BHA and included in total salary expense on Part IX.”

“Other Changes in Net Assets MIS Funding (1,085,028) Health plan (1,629,490) Capitalized interest 43,447 Trsf from Other Assets @ 8/31/13 (6,538,179) Transfer to/from Parent (I/S Depr) 874,699 TRANSFER TO PARENT UPON MERGER 3,133,338 ------------- TOTAL (5,201,213)”