Warren Clinic Inc.

“Many of the persons listed on Part VII have a "business relationship" with each other by virtue of serving on related Saint Francis Health System, Inc. entity boards and other corporation boards. The organization has determined these associations do not present a conflict of interest. Jake Henry Jr., an officer and director, serves on other boards outside of Saint Francis Health System, Inc. with Barry Steichen, an officer and director, and Eric Schick, an officer. William R. Lissau, a director, has business relationships with William K. Warren, Jr., a trustee.”

“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 members.”

“The members elect the governing body.”

“The Board of Directors and a majority of the members approve the sale of corporate assets valued at $10,000,000 or more. 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 -Amendment of bylaws -Appointment of board members”

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

“The organization uses the conflict of interest, whistleblower and record retention policies of Saint Francis Health System, Inc. A request for information on potential conflicts is solicited annually from directors, trustees and all employees with a manager level and above to monitor for proposed or ongoing transactions for conflicts of interest and dealing with potential or actual conflicts. One director, one director/officer/trustee, one officer, and two trustees reported potential conflicts that were addressed by the governing body. Conflicts are regularly disclosed and addressed.”

“Compensation of officials and key employees are annually reviewed and approved by the compensation committee with guidance from independent consultants and 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 and Medicare withholding tax purposes for Saint Francis Health System, Inc. and year-end reporting effective July 1, 2002.”

“Warren Clinic, Inc. had net transactions from Saint Francis Health System, Inc. in the amount of $45,805,637 in FY18 due to year end equity transfers between entities.”