Roane County Medical Center

“Covenant Health is the sole member of Roane County Medical Center.”

“Covenant Health's Board of Directors also serves as the Board of Directors for Roane County Medical Center.”

“Governance decisions of Roane County Medical Center are subject to approval of the sole member, Covenant Health.”

“The Covenant Health Board of Directors has delegated to its Finance Committee the full power and authority of the Board to receive, review, approve, authorize the filing of, address and resolve audit or review issues, and otherwise take all action required or appropriate relative to IRS Forms 990 and other applicable tax filings. Prior to filing Form 990, management reviews with the committee the returns, discusses any material variations in the Form 990 as compared to those to be filed by the organization's affiliates, and answers any questions. At the conclusion of review and discussion, the Finance Committee approves the Form 990.”

“Board members, officers, and employees are required to adhere to rules and policies regarding conflicts of interest. Covenant Health makes available a board-approved Code of Conduct to all employees. The Code covers among other subjects, conflicts of interest, and requires disclosure and resolution of employee conflicts of interest. Additionally, officers, employed physicians, and highly compensated employees are required to complete and sign an annual conflict of interest disclosure statement. Board members' conflicts of interests are addressed in the corporate bylaws, and board members are required to complete and sign a conflict of interest questionnaire on an annual basis. The Integrity-Compliance Office maintains records that contain conflict of interest information obtained from board members, officers, and employees. These records are available to be queried prior to engaging in business transactions. The Chief Compliance Officer reviews conflict of interest data. Based on this information, the officer determines what conflicts of interest exist at that point in time. Between times when surveys are collected, board members are expected to disclose any new conflicts that have arisen that affect pending board decisions. Officers and other employees are expected to report conflicts to the Chief Compliance Officer as they arise. Depending on the nature of the conflict and the circumstances surrounding the conflict and transaction, the Chief Compliance Officer, senior leadership, or the Board of Directors may review the conflict of interest. When appropriate, these parties may also consult legal counsel. Restrictions imposed on persons with a conflict of interest are determined on a case by case basis. For Covenant Health employees, the Chief Compliance Officer in conjunction with the Covenant Health Executive Leadership Team determines how to appropriately manage the conflict. In any conflict involving a board member, such member is expected to recuse himself or herself from voting on matters related to the conflict.”

“Form 990, Part VI, Section B, Line 15a: Overall compensation policies for Roane County Medical Center, Covenant Health (Parent Company), and affiliates are set by the Covenant Health Chief Executive Officer (CEO) in consultation with appropriate Executive Vice Presidents and the Senior Vice President-Human Resources, after review by and discussion with the executive compensation consultant ("the Consultant") to ensure that total compensation for each executive is reasonable and within a fair market value range. The Covenant Health CEO is compensated by Covenant Health, and a detailed description of the compensation process is included on Covenant Health's Form 990. The process for Roane County Medical Center's CEO is included in response to Part VI, Section B, line 15b. Part VI, Section B, Line 15b: Base salary and annual bonus opportunities for Jason Pilant, President and Chief Administrative Officer, are set by the Covenant Health CEO in consultation with appropriate Executive Vice Presidents and the Senior Vice President-Human Resources, after review by and discussion with the executive compensation consultant ("the Consultant") to ensure that total compensation is reasonable and within a fair market value range. Salary ranges are based upon the recommendations of the Consultant made after comparison with similar jobs in similar size health systems across the nation. Bonuses are recommended by the CEO and reviewed with the Committee conditioned upon receipt of a written opinion from the Consultant that total compensation for the executive is reasonable and consistent with fair market value. Base salary for the CAO is initially targeted at the 25th percentile and may vary according to market conditions, performance, tenure, experience, special skills or qualifications, recruitment and retention challenges, and other relevant factors. Annual bonuses are designed to award 0-35% of base salary based upon system performance and accomplishment of certain targets established by the CEO. Base salaries and annual bonus opportunities for other officers and key employees are based on targets established by historical compensation consultant data and the Covenant Health Compensation department. Salary ranges are based upon comparison with similar jobs in similar size health systems across the nation. Base salaries and bonuses are approved by Executive Leadership predicated upon performance and are reasonable and consistent with fair market value. Base salaries are initially targeted at midpoint and may vary according to market conditions, performance, tenure, experience, special skills or qualifications, recruitment and retention challenges, and other relevant factors. Annual bonuses are designed to award 0 - 20% of base salary based upon system performance and accomplishment of certain targets established by Executive Leadership.”

“Roane County Medical Center files a Joint Annual Report containing financial information with the Tennessee Department of Health. Per its tax-exempt bond provisions, Covenant Health, the parent company of the organization, is required to file quarterly and annual consolidated and obligated group financial statements and other documentation, with various bond insurers and other agencies, including the Electronic Municipal Market Access (EMMA) service of the Municipal Securities Rulemaking Board (MSRB). Any member of such a repository has access to these financial statements. The organization's governing documents and conflict of interest policy are not made publicly available.”

“Roane is a member of Covenant Health. Covenant Health is a community-owned, clinically integrated healthcare enterprise dedicated to being the region's premier healthcare network through service, community, and innovation. Our mission is to improve the quality of life in our region through better health. Covenant Health provides patient-centered care that inspires clinical and service excellence and strives to be the first and best choice for the communities we serve. Established in 1996 by the consolidation of Fort Sanders Health System, Knoxville, Tennessee, and MMC HealthCare System in Oak Ridge, Covenant Health is governed by a voluntary board of directors composed of community leaders and medical professionals. With more than 11,000 employees, affiliated physicians and volunteers, Covenant Health is the Knoxville area's largest employer and has been named a top employer by Forbes and Becker's Hospital Review. Covenant Health serves a 25-county area and includes nine acute care hospitals in East Tennessee: Fort Sanders Regional Medical Center and Parkwest Medical Center in Knoxville, Methodist Medical Center of Oak Ridge, Fort Loudoun Medical Center in Lenoir City, LeConte Medical Center in Sevierville, Morristown-Hamblen Healthcare System in Morristown, Roane Medical Center in Harriman, Claiborne Medical Center in Tazewell and Cumberland Medical Center in Crossville. It also includes Peninsula, a division of Parkwest Medical Center. Peninsula provides behavioral health services at an inpatient hospital in Blount County and at outpatient locations in Knox, Blount, Loudon, and Sevier counties. The health system includes Covenant Medical Group, which serves patients at more than 90 office and clinic locations. CMG providers include primary care physicians and specialists in areas such as cardiology, gastroenterology, neurology, surgery, and other medical specialties. Covenant Health employs nearly 450 physicians and advanced practice clinicians throughout East Tennessee. Affiliated organizations include Thompson Cancer Survival Center, Thompson Oncology Group, Fortress Corporation and Subsidiaries, Covenant HomeCare, and Fort Sanders Perinatal Center. Covenant Health also operates Thompson Proton Center and offers innovative services such as Advanced Care at Home. Philanthropic organizations include Covenant Health Foundation and Thompson Cancer Survival Center Foundation in Knoxville, Methodist Medical Center Foundation in Oak Ridge, Dr. Robert F. Thomas Foundation in Sevierville, and Morristown-Hamblen Hospital Foundation in Morristown. Funds raised by the foundations provide services, equipment and other resources to enhance patient care. Roane, as a member of Covenant Health, benefits from collaboration among all affiliated organizations to promote quality, patient safety, and excellence in delivering care.”

“Sponsorship Fees: Program service expenses 3,092,287. Management and general expenses 0. Fundraising expenses 0. Total expenses 3,092,287. Intercompany Purchased Services: Program service expenses 533,725. Management and general expenses 0. Fundraising expenses 0. Total expenses 533,725. Other fees for Services: Program service expenses 4,272,308. Management and general expenses 47,516. Fundraising expenses 0. Total expenses 4,319,824.”

“Transfers of Capital -1,859,349.”