Ochsner Clinic Foundation

“Part VI, Section A, Line 1b: The Articles of Incorporation provide that no action of the Board may be resolved unless a majority of independent Directors present approve the matter. Thus, even in situations where there is not an absolute majority of independent Directors in Office, those independent Directors in Office control Ochsner Health System's activities.”

“Dr. Quinlan and Mr. Suquet have a business relationship.”

“The Board of Directors made changes to the Articles of Incorporation and Bylaws of the organization in 2014. The change to the Bylaws eliminated the requirement that the board meet a minimum of six times per year. The change to the Articles eliminated the requirement that the board meet a minimum of six times per year, removed the requirement that the CEO be a physician holding the degree of doctor of medicine, and appointed the new CEO, Warner Thomas.”

“Ochsner Clinic Foundation is a wholly-owned subsidiary of Ochsner Health System, a related 501(c)(3) organization. Ochsner Health System is the sole member of Ochsner Clinic Foundation. Ochsner Clinic Foundation has no capital stock and only one class of membership.”

“The Community Directors shall be nominated exclusively by the nominating committee of the board of directors of the Member. The nominating committee shall also nominate two of the eight Senior Physician directors of the Board. The Senior Physician class has the right to nominate and elect six of the eight physician directors of the Board.”

“The following actions require the majority approval of total members of the Senior Physician class, regardless of the number of Senior Physician class members actually voting: 1) amendments to the Articles which affect the rights of Sr. Physicians; 2) any change in the total numbers of Directors, Community Directors, or Sr. Physician Directors; 3) the status of the CEO as a member of the Board; and 4) changes to the supermajority requirements, which call for approval by two-third of the entire Board for certain actions to be considered approved.”

“One or more members of senior management review the return. The return is also reviewed by Ernst & Young LLP, the company's tax advisors. The Audit and Oversight Committee, which is comprised of independent directors, is then provided the return prior to the filing date and given the opportunity to review and discuss the return with management/staff. The meeting to review the 2014 return was held on October 26, 2015. A copy of the return is then provided to each member of the Board of Directors electronically and comments are solicited from the entire Board.”

“Officers, directors, trustees, and key employees of Ochsner Health System and its subsidiaries are required to complete a conflict of interest disclosure form annually, or within 40 days of becoming an employee, or if a current employee has a change in business circumstances not previously disclosed. The Conflict of Interest Program Administrator reviews disclosures and determines whether action is necessary or if the disclosure needs to be reviewed by the Conflict of Interest Steering Committee. Ochsner Health System requires annual certification that the relationships disclosed during a preceding calendar year are complete and accurate. In addition, employees that do not fall within the scope of the Conflict of Interest Disclosure policy annually complete Conflict of Interest training in compliance with the Conflict of Interest policy. The Conflict of Interest Steering Committee will make mitigation recommendations, including, but not limited to, divestiture and termination of employment.”

“All CEO and officer compensation and benefits arrangements, including salary and bonus incentive plans, are reviewed and approved by the Executive and Senior Physician Compensation Committee of the Board of Directors (Compensation Committee) of Ochsner Health System and Ochsner Clinic Foundation. No substantive change to the compensation or benefits packages is made until Committee approval is granted in accordance with Intermediate Sanctions guidelines. The Compensation Committee is without conflicts of interest and uses an independent external consultant. Appropriate data is applied to determine the comparability of fair market value pay and all actions are appropriately documented. In order to meet the requirements of the IRS Intermediate Sanctions regulations, the Compensation Committee identified the "disqualified individuals" that are in a position to exercise substantial influence over the company's operations. These individuals are the members of the Executive Officers Committee (EOC), Regional Medical Directors, physician board members and Section Heads for key departments. For disqualified individuals, the compensation review also includes the cost of benefits such as the company portion of medical and dental benefits, malpractice insurance, payments for 401K matching and pension payments. A different review process is used for Physicians. Annually, the Corporate Integrity department reviews the salary of each employed physician. This review includes a comparison of physician salaries against national survey data for their specialty. Three surveys are used for the review. The Physician Compensation department provides salary data for each physician including base salary, stipends, on-call pay, etc. If it is determined that a physician's compensation is higher than the survey data, the total work Relative Value Units (RVUs) are compared to the survey data. This review is performed to ensure their pay is comparable to the work performed. Comparable benefit national survey data is also obtained periodically. Compensation for other non-physician key employees is reviewed by senior executives who take market value research into consideration when determining compensation levels.”

“Financial statements for Ochsner Clinic Foundation are made available to the public quarterly via www.dacbond.com. All governing documents, conflict of interest policy, and financial statements are available upon written request to the Corporate Integrity Department.”

“When the organization evaluates its participation in a joint venture, the transactions are handled carefully to ensure that the organization's tax-exempt status is intact with regard to the arrangement. The operations of the joint venture are carefully reviewed by management and legal counsel, and the transaction is not entered into unless it is a reflection of the organization's tax-exempt purpose. A clause is inserted into the joint venture agreement that the operations of the joint venture must be performed in a manner that will not jeopardize the organization's tax-exempt status.”

“ADDITIONAL COMPENSATION EXPLANATION COMPENSATION OF DIRECTORS AND AVERAGE HOURS PER WEEK DEVOTED TO POSITION The amount of time shown for those Directors listed as "Board Member Sr Phys" as "average hours per week devoted to position" on the Form 990 for Ochsner Clinic Foundation (EIN 72-0502505) consists primarily of their role as a Senior Physician of Ochsner Clinic Foundation. Additional time spent on boards, committees and through fulfilling other responsibilities as a member of one or more Boards of the varied Ochsner organizations is shown as a nominal amount for Ochsner Health System and/or Ochsner Community Hospitals. As a Senior Physician Director of an integrated health system, these individuals devote time to board activities of all 501(c)(3) members of the system to varying degrees including Ochsner Health System, Ochsner Clinic Foundation and Ochsner Community Hospitals. Those directors listed as "Board Member Sr Phys" on the Form 990 for Ochsner Clinic Foundation (EIN 72-0502505) are compensated entirely due to their role as a Senior Physician of a member of the integrated health system. The amount of time shown for those Directors listed as "Community Directors" for "average hours per week devoted to position" includes time spent on boards, on committees and through fulfilling other responsibilities as a member of the Board of varied Ochsner organizations. As a Community Director of an integrated health system, each Community Director devotes time to all 501(c)(3) members of the system to varying degrees including Ochsner Health System, Ochsner Clinic Foundation and Ochsner Community Hospitals.”

“ADDITIONAL COMPENSATION EXPLANATION COMPENSATION OF OFFICERS AND SYSTEM-LEVEL KEY EMPLOYEES AND AVERAGE HOURS PER WEEK DEVOTED TO POSITION Compensation and average hours worked for Bobby Brannon, EVP, & Treasurer, include all compensation related to the Ochsner Health System, which includes Ochsner Health System (OHS, EIN 20-5296918), Ochsner Clinic Foundation (OCF, EIN 72-0502505) and Ochsner Community Hospitals (OCH, EIN 20-5297040), all related 501(c)(3) organizations. Other members of the Ochsner network are charged a portion of these amounts. The amount of time shown for each of the remaining officers as "average hours per week devoted to position" on this form of the organization that pays the officers directly consists primarily of role as an officer of the integrated health system. Additional time spent on boards, committees and through fulfilling other responsibilities as an officer of the integrated health system is shown as a nominal amount on the forms of the related organizations, but in reality the time is more evenly distributed across all entities.”

“ADDITIONAL COMPENSATION EXPLANATION KEY EMPLOYEES COMPENSATED BY RELATED ORGANIZATIONS Dr. Joseph Bisordi, Dr. Robert Hart, Dr. Dawn Puente, and Mr. Robert Wolterman are employed and compensated by Ochsner Health System, 20-5296918, 501(c)(3), a related organization. In their duties as leaders of the integrated health system, they all spend a substantial amount of their time on duties pertaining to Ochsner Clinic Foundation, and in all other respects meet the requirements of Key Employees of Ochsner Clinic Foundation. The amount of time shown for each key employee as "average hours per week devoted to position" on this form of the organization that pays the key employees directly consists primarily of role as a key employee of the integrated health system. Additional time spent on boards, committees and through fulfilling other responsibilities as a key employee of the Ochsner organizations is shown as a nominal amount on the forms of the related organizations, but in reality the time is more evenly distributed across all entities.”

“Ochsner Clinic Foundation, as part of Ochsner Health System, is required to follow all policies and procedures adopted by Ochsner Health System including the written Conflict of Interest Policy and the written Whistleblower Protecttion Policy. All affiliates are subject to the same System-Wide requirements.”

“DBA: Ochsner Health Center DBA: Ochsner St. Anne General Hospital DBA: Ochsner Medical Center - Baton Rouge DBA: Elmwood Fitness Center (a Service of Ochsner) DBA: Ochsner DBA: Alton Ochsner Medical Foundation DBA: Ochsner Outpatient Surgery Suite”

“Grants/Contributions included in Restricted Net Assets -11,712,075. Fundraising included in Restricted Net Assets -516,486. Net Assets released for Operations 6,908,854. Unrestricted Impairments Recovery -211,775. Additional Minimum Pension Liability -63,579,579. Investment Net Income included in Restricted Net Assets 2,992,965. Change in Net Assets for Brent House 308,255. Change in Net Assets for OSPC 2,430. Change in Net Assets related to Property Sold to EIN # 46-4381058 in 2013 35,657,931. Change in Net Assets related to Property Sold to EIN # 47-1267935 in 2014 58,167,597. Change in Net Assets related to Property Sold to EIN # 47-2642764 in 2014 -653,040. Other Change in Net Assets related to EIN # 46-4381058 1,299,187. Other Change in Net Assets related to EIN # 47-1267935 300,924.”

“The process regarding the committee responsible for the audit, review, or compilation of the organization's financial statements and selection of an independent accountant has not changed from the prior year.”