Warren Clinic Inc

“The Organization delegates its governance to the Saint Francis Health System, Inc. Board of Directors. Saint Francis Health System, Inc.'s Board of Directors is comprised of 9 directors, 6 of which are independent. The Board of Trustees, are made up of five individuals, all of which are independent.”

“Many of the persons listed on Part VII have a "Business Relationship" with each other by virtue of serving on related Saint Francis Health Systems, Inc. entity boards. The organization has determined these associations do not present a conflict of interest. Cliff A. Robertson M.D, an officer and director, served on a board outside of Saint Francis Health System, Inc. William K. Warren, Jr., a trustee, is the father of John Kelly C. Warren, a director and chairman of the board, and has a family relationship. William R. Lissau, a director, has business relationships with William K. Warren, Jr., a trustee. William R. Lissau, a director, is the father of Michael Lissau, an officer, and has a family relationship.”

“The organization by its bylaws and resolution delegates governance of its operations to the directors of Saint Francis Health System, Inc.”

“The organization has five trustees who elect the Board of Directors.”

“The organization has five trustees who elect the board of directors.”

“The organization delegated authority to Saint Francis Health System, Inc. As such, either the Board of Directors and a majority of the trustees or unanimous trustee approval is required for the sale of corporate assets valued at $10,000,000 or more. Additionally, the members have sole authority to: - Amend the certificate of incorporation - Approve mergers or consolidations - Approve the sale, lease or transfer of all, or substantially all, of the assets of the corporation - Amend the bylaws - Appoint board members - Approve dissolution or revocation of dissolution of the corporation”

“The finance committee, a sub-committee of the board of directors of Saint Francis Health System, Inc. has access to the password-protected form 990 online prior to filing with the IRS.”

“A request for information on potential conflicts is solicited annually from Directors, Trustees and all employees that are manager level and above to monitor proposed or ongoing transactions for conflicts of interest and dealing with potential or actual conflicts. The Director, Trustees and Officer/Director with potential conflicts recuse themselves from events that would result in a conflict. Conflicts are regularly disclosed and addressed.”

“Compensation of officials and key employees are annually reviewed and approved by a committee of directors with guidance from independent consultants and the use of comparative data.”

“These requests are determined on a case-by-case basis.”

“The hours per week reported on Form 990, Part VII for officers and directors are the hours spent on the filing entity only. The remaining portion of the 40 hours per week of the officers and directors with related compensation is allocated among the entities reported on Schedule R.”

“Saint Francis Payroll Services, LLC, EIN 45-0470422, has been authorized to act as a common pay agent under Section 3504 of the Internal Revenue Code for Saint Francis Health System, Inc. effective July 1, 2002, in accordance with revenue procedure 70-6, 1970-1 C.B. 420. Saint Francis Payroll Services, LLC assumed reporting obligations for federal income tax, social security, Medicare withholding tax purposes as well as advance payment of earned income credit for Saint Francis Health System, Inc. and year-end reporting effective July 1, 2002.”

“Common Law Employees: Individuals listed as officers of the organization that are paid full time by a related organization are common law employees of Saint Francis Health System, Inc., a separate legal entity. It is the intention of Saint Francis Health System, Inc. and the filing organization to make information accessible and transparent, reporting those Saint Francis Health System, Inc. employees who have officer and key employee responsibilities to the filing organization.”

“The other changes in net assets or fund balances of $87,161,692 are made up of equity transfers from/to related parties.”