Summit Medical Group Inc.

“Summit medical group, inc. Dba st. Elizabeth physicians has a single corporate member, st. Elizabeth medical center, inc. Dba st. Elizabeth healthcare.”

“Summit medical group, inc. Dba st. Elizabeth physicians has a single corporate member, st. Elizabeth medical center, inc. Dba st. Elizabeth healthcare that has the ability to elect members to the governing body of summit medical group, inc. Dba st. Elizabeth physicians.”

“St. Elizabeth medical center, inc. Dba st. Elizabeth healthcare, the sole member of summit medical group, inc. Dba st. Elizabeth physicians, has certain reserved powers of which include approving: (i) annual capital and operating budgets, including but not limited to, expenditures for information systems; (ii) physician compensation formulas; (iii) loans, capital leases or credit facilities in any fiscal year; (iv) acquisition, sale or conveyance of capital assets, including real property; (v) acquisitions, alliances and joint ventures with other health care providers; (vi) selection, employment, termination and compensation of a president/chief executive officer; (vii) amendments to the bylaws or the articles of incorporation of the corporation; (viii) the dissolution, merger or sale of substantially all of the assets of the corporation; (ix) contractual relationships with other physician groups and health care providers; (x) contracting for physician services with managed care companies or other payers; (xi) establish any compensation for services as a member of the board of directors of the corporation; and (xii) adopting or materially modifying a strategic plan for the corporation.”

“Summit medical group, inc. Dba st. Elizabeth physicians, process to review the form 990 consists of the review and approval by certain members of management and the st. Elizabeth physicians board of directors. The form 990 is reviewed with and approved by the finance committee. Subsequent to the finance committee's approval, but prior to filing with the irs, the form 990 is provided to the board of directors for their review and management is available for any questions or comments.”

“St. Elizabeth physicians regularly and consistently monitors and enforces compliance with the conflict of interest policy in that any director, principal officer, or a member of a committee with governing board delegated powers, who has a direct or indirect financial interest, must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of the committee with governing board delegated powers considering the proposed transaction or arrangement. The remaining individuals on the governing board or committee meeting will decide if conflicts of interest exist. Each director, principal officer and member of a committee with governing board delegated power annually signs a statement which affirms that such person: (i) has received a copy of the conflict of interest policy, (ii) has read and understands the conflict of interest policy, (iii) has agreed to comply with the policy, and (iv) understands that the organization is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish its tax exempt purpose. When business matters come before the board in which a member is involved and a potential conflict of interest may exist: (i) the member should again make a verbal disclosure to the membership present; (ii) the board shall ask the interested member to leave the meeting during discussion of the matter that gives rise to the potential conflict; (iii) the interested member shall not vote on nor use his or her personal influence on the matter that gives rise to the potential conflict; (iv) the interested member shall not be counted in determining the existence of a quorum at such meeting; and (v) the minutes of the meeting shall reflect the disclosure made, the vote taken, and which members were present and voting.”

“Summit medical group, inc. Dba st. Elizabeth physicians does not have a specific whistleblower policy. However, there is a section of st. Elizabeth physicians corporate responsibility program that addresses compliance with the federal false claims act and within that section, protection for whistleblowers is specifically addressed.”

“In determining the compensation of st. Elizabeth physicians' chief executive officer, an evaluation is done by the compensation committee and executive committee using appropriate comparable data, and then a compensation recommendation is presented to the board for approval. Other key executives are reviewed, and the chief executive officer makes recommendations for their compensation to the compensation committee. The compensation committee then evaluates and approves the compensation for the other key executives.”

“For both the chief executive officer and other key executives, the process included a review and approval by independent persons, review of comparability data, and contemporaneous substantiation of the deliberation and decision. The external review of executive compensation is performed annually and approved by the board. This was last performed in 2013.”

“St. Elizabeth physicians will make available, upon request, the form 990 and the related applicable schedules, of which are open to public inspection. St. Elizabeth physicians will not make availale, upon request, its governing documents, conflict of interest policy, or financial statements, of which are not open to public inspection.”

“Minimum pension liability adjustment - 1600259; investment in st. Elizabeth physicians - -32166615;”

“St. Elizabeth healthcare's finance committee is responsible, under its governing documents or through delegation by and through its governing body, for overseeing the audit of st. Elizabeth's consolidated financial statements, coupled with the selection of an independent accounting firm to perform the audit. This process has not changed from the prior year. It is st. Elizabeth's internal policy to undertake a request for proposal to perform the audit of st. Elizabeth's consolidated financial statements every five (5) years. In 2013, st. Elizabeth selected a new independent accounting firm to perform the audit of st. Elizabeth's consolidated financial statements. Representatives from both st. Elizabeth healthcare and st. Elizabeth physicians interviewed six (6) independent accounting firms, including the incumbent, and a new independent accounting firm was selected to perform the audit of st. Elizabeth's consolidated financial statements.”