St David'S Foundation

“Board Decision Matters are delegated by the Foundation Board as follows: Decisions on Capital Budget and Operating Budget transfers of amounts of 2.5% or less of the total grants budget are delegated to the Chief Executive Officer. Final authority for grants of between $1,000,000 and $2,000,000 is delegated to the Community Investment Committee; final authority for grants of less than $1,000,000 is delegated to the Executive Vice President of Community Investments; and final authority for grants of less than $250,000 is delegated to the Vice President of Community Investments. Decisions on contracts and expenditures of amounts of $250,000 or less are delegated to the Chief Executive Officer.”

“The reporting organization's Tax and Audit Committee reviews a draft of the Form 990 in detail prior to it being finalized. A final version of Form 990 is sent to the Trustees prior to filing.”

“The reporting organization annually verifies compliance with the conflicts of interest policy. The individuals covered by this policy include the officers and trustees. The persons covered by this policy are required to annually disclose or update the Chairman of the Board of Trustees on a form provided by the organization their interests that could give rise to conflicts of interest. For each interest disclosed to the Chairman of the Board of Trustees of the Foundation, the Chairman will determine whether to: (a) take no action; (b) assure full disclosure to the Board of Trustees of the Foundation and other individuals covered by this policy; (c) ask the person to recuse from participation in related discussions or decisions within the organization; or (d) ask the person to resign from his or her position in the Organization or, if the person refuses to resign, become subject to possible removal in accordance with the Organization's removal procedures. The organization's CEO will monitor proposed or ongoing transactions for conflicts of interest and disclose them to the Chairman of the Board of Trustees in order to deal with potential or actual conflicts.”

“To establish the compensation of the organization's top management officials, other officers, and key employees, the Foundation used the report of an independent compensation consultant. The report was prepared in 2014. Without participation of the officer, director or other top management official under consideration, the Compensation Committee determined and approved compensation based on the independent consultant's report. This process was undertaken for the following officers, directors, and key employees for 2016 compensation on December 14, 2015: R. Earl Maxwell, CEO Bobbie Barker, Vice President Shailee Gupta, Clinical Director This process was undertaken for Amy Vaughan, CFO, for 2016 compensation on January 19, 2016. No compensation was paid at the 2016 increased salaries prior to approval by the Compensation Committee.”

“The reporting organization's governing documents, conflicts of interest policy and financial statements are available to the public upon request. Please contact the CFO at 512-879-6600.”

“The Board of Trustees of the reporting organization (the "Foundation") established an Executive Committee (the "Committee") to assist the Board in fulfilling its oversight responsibility for the operations of the organization and its affiliates. The Committee has the power to conduct the business of the Foundation during the period between meetings of the Board, in accordance with the policies and expressed wishes of the Board and established protocol. The Committee is authorized to secure such resources as it reasonably needs to fulfill its responsibilities, including outside consultants, as appropriate. The Chief Executive Officer of the Foundation, or an appointed representative, serves as the Committee's staff liaison. The Committee also consists of three elected governing Board officers: Chair, Vice Chair and Secretary, the Past Chair of the Foundation, the Chair of the Board of Governors, and the chairs of other governing Board committees. All Committee members are governing board members, must be independent of management, and receive no compensation from the Foundation. The Board of Trustees has adopted a set of Central Governance Principles to provide a specific framework for the decision-making and governance activities of the Committee.”

“The reporting organization's financial statements were audited by an independent accountant as part of consolidated financial statements. The consolidated financial statements included St. David's Foundation, St. David's Community Health Foundation Holdings, St. David's Foundation Community Fund, St. David's Community Health Foundation Initiatives, St. David's Foundation Impact Fund, LP, and St. David's Foundation Impact Fund, GP, LLC.”

“St. David's Foundation (the "Foundation") owns a general partner interest in St. David's Healthcare Partnership, LP, LLP (the "Partnership"). The amounts below represent the compensation paid by the Partnership during 2016. Cindy Sightes, CFO Salary $ 246,082 Employee Benefits $ 47,275 C. David Huffstutler, CEO Salary $ 483,223 Employee Benefits $ 68,734”