Texas Health Physicians Group

“Texas Health Resources (THR) is the sole member of Texas Health Physicians Group (THPG). The board members of THR have the authority to approve the election of THPG board.”

“The following actions require the approval of Texas Health Resources (THR) the sole member: (a) Amendment, restatement or repeal of the Certificate or Bylaws of the Corporation. (b) Sale, exchange, lease or other transfer of all or substantially all of the assets of the Corporation, including under Subchapter F of Chapter 11 of the Texas Business Organizations Code (BOC). (c) Merger or consolidation of the Corporation, including a plan of merger under Subchapter F of Chapter 11 of the BOC. (d) Dissolution of the Corporation. (e) Election of members to the Board of Trustees of the Corporation. (f) Removal of a member of the Board of Trustees of the Corporation. (g) Creation of affiliates or subsidiaries of the Corporation, and approval of their initial governing documents. (h) Incurrence of debt not otherwise included in the capital or operating budgets of the Corporation. (i) Discontinuing the operations of a licensed health care facility controlled by the Corporation. (j) Voluntary winding up under Chapter 11. (k) Revocation of a voluntary decision to wind up under chapter 11.151 of the BOC. (l) Cancellation of an event requiring winding up under Chapter 11.152 of the BOC. (m) A reinstatement under Chapter 11.202 of the BOC. (n) A distribution plan under Chapter 22.305 of the BOC. (o) A plan of conversion under Chapter 11, Subchapter F of the BOC. (p) A plan of exchange under Chapter 11, Subchapter F of the BOC. (q) Such other approval rights with respect to the Corporation as set forth in the Matrix.”

“Texas Health Resources (THR) and its related organizations included in the THR healthcare system encourage employees to become involved in philanthropic endeavors in their communities. As a result, THR healthcare system employees who are serving as officers, board members, or key employees may, from time to time, also serve on the boards of various community organizations such as church boards, United Way, etc. There may be a business relationship as a result of multiple THR employees serving on the same community boards. THR employees serve as the corporate officers of each subsidiary organization. As THR system employees, all officers have a business relationship within the organizations of the THR healthcare system. THR also appoints system officers to the boards of various controlled joint ventures. As THR system employees, various officers of the organization may have a business relationship through serving on THR controlled joint venture boards. Several THPG board members are also employees of THPG. As employees of THPG and the THR system, they will have a business relationship with each other and other officers and board members that are employees of the THR system.”

“A full copy of the Form 990 is provided to members of the governing board before filing. In addition, the Audit & Compliance Committee of the Texas Health Resources (THR) Board of trustees is given the opportunity to review, comment, and ask questions regarding the Form 990s filed for THR and each of its wholly controlled affiliates.”

“Texas Health Resources (THR) has adopted a Conflict of Interest Policy that applies to THR and all of its wholly owned or wholly controlled affiliates. During the first quarter of each fiscal year, a Duality and Conflict Statement Form is distributed by the THR Chief Compliance Officer to all persons who are covered by this policy. All disclosed conflicts are reviewed by the THR Chief Compliance Officer. A report, listing each reported Duality of Interest or Conflict of Interest is given to both the Chair of the Governing body and the President of the Corporation with which the reporting person is affiliated. The THR Board of Trustees receives a report when the Annual Disclosure process is complete.”

“An independent third party compensation consultant is hired by the THR Board of Trustees (Board) to review base pay annually as compared to a peer group of employers similar in size and scope to THR. In addition, every three years the independent compensation consultant reviews all aspects of executive compensation (base, incentives, benefits, etc.) At the beginning of each year, the executive compensation & benefits sub-committee and the governance committee review a detailed compensation report and the consultant's report for executive compensation. A summary of their findings are presented to the Board. A more in depth discussion of the executive compensation review can be found on Schedule J, Part III.”

“The organization does not make its governing documents or conflict of interest policy available to the public. The consolidated financial statements of Texas Health Resources (THR) are made available to the public on the website www.dacbond.com. Consolidated financial statements are posted to this website quarterly and the audited financial statements are posted annually. The financial statements of the wholly controlled affiliates of THR are not posted to the website nor are they generally made available to the public in any other manner.”

“Texas Health Resources (THR) prepares consolidated financial statements with its related entities. The THR Board appoints an audit and compliance sub-committee that assumes responsibility for oversight of the consolidated audit for all related entities. The related entities do not have a separate audit committee, but abide by the THR committee's oversight. There has been no change during the year in the organizations oversight selection process.”

“Transfer from Texas Health Resources a related Section 501(c)(3) tax exempt entity $54,872,675”