Tch Pediatric Associates Inc.

“Texas children's is the sole corporate member of tch pediatric associates.”

“Texas children's annually appoints the organization's board of directors.”

“PER THE ORGANIZATION'S BYLAWS, THE MEMBER HAS CERTAIN RESERVED POWERS: -APPROVE, INTERPRET OR CHANGE THE PURPOSE OF THE CORPORATION. -FIX THE NUMBER, APPOINT OR REMOVE, WITH OR WITHOUT CAUSE, ANY DIRECTOR OF THE CORPORATION. -APPROVE THE MERGER, DISSOLUTION OR CONSOLIDATION OR REORGANIZATION OF THE CORPORATION. -APPROVE THE ACQUISITION, SALE, LEASE, TRANSFER, OR OTHER ALIENATION OF PROPERTY OF THE CORPORATION, OTHER THAN IN THE USUAL AND REGULAR COURSE OF THE CORPORATION'S BUSINESS, WHEN SUCH ACQUISITION, SALE, LEASE, TRANSFER OR OTHER ALIENATION IS ABOVE SPECIFIC FINANCIAL LEVELS SET IN ACCORDANCE WITH POLICIES ESTABLISHED FROM TIME TO TIME BY THE MEMBER. -APPROVE CAPITAL AND OPERATING BUDGETS OF THE CORPORATION. -Adoption or amendment of salaries or other compensation (including the awarding of any incentive compensation) of the officers of the Corporation, physician employees of the Corporation, if any, and physicians who are independent contractors to the Corporation, if any. -APPROVE DEBT INCURRED BY THE CORPORATION, WHICH IS IN EXCESS OF SUCH LIMITS AS ARE ESTABLISHED BY THE MEMBER. -APPROVE THE DISPOSITION OF ASSETS OF THE CORPORATION AT THE TIME OF ITS DISSOLUTION. -APPROVE ANY LONG-RANGE FINANCIAL OR STRATEGIC PLANS FOR THE CORPORATION. -Selection of the Corporation's auditors and legal counsel. -Creation or sale of any subsidiaries of the Corporation. -Any affiliation, joint venture, contract, employment, retention, indemnification, or other arrangements between the Corporation and any insurer, health maintenance organization, preferred provider organization, medical school, hospital, clinic, pharmacy, physician, Hospital affiliate, or other provider of health or related services, including, without limitation, all service terms and compensation arrangements. -Establishment by the Corporation of any training or residency program. -The giving, seeking, or receiving of grants. -Adoption or amendment of any indemnification rights, obligations, or agreements affecting the Corporation. -Purchase, adoption, amendment, cancellation, or replacement of any insurance coverage for the Corporation or its Directors, officers and agents, as well as copies of any notices of cancellation received by the Corporation. -The commencement of litigation or the settlement of litigation or other claims. -Approval of the adoption or amendment of fee schedules relating to patient services. -Designation of additional or successor Member(s). -TAKE ANY ACTION WHICH WOULD BE INCONSISTENT WITH THE GOVERNING DOCUMENTS OR POLICIES OF THE MEMBER.”

“No such committees exist.”

“Per a resolution approved by the member's board of directors, the member board's audit & compliance committee has the delegated authority to review the organization's completed form 990 prior to filing. Following the committee's review, the completed form 990 is distributed to the members of the organization's board of directors prior to filing with the irs.”

“The organization consistently monitors and enforces the conflict of interest policy through two separate processes, one that applies to the board members, and a second that applies to officers and key employees. 1) board members: per the organization's board-approved conflicts review process, responses to the annual conflicts questionnaire are reviewed by the member's board leadership and presented to the member's audit & compliance committee. If the committee deems there are any significant issues, the responses are then reviewed by the member board's executive committee and any required action (recusement from board deliberations related to the conflict, etc.) is taken in accordance with the organization's board-approved code of conduct. 2) officers / key employees: per the organization's board approved conflicts review process, responses to the annual conflicts questionnaire are reviewed by the compliance services department. If the department deems there are any significant issues, required action is taken in accordance with the organization's board-approved code of conduct and the board is notified of such actions.”

“The annual process for determining compensation includes: -review and approval by governing body and compensation committee, provided that persons with a conflict of interest with respect to the compensation arrangement at issue were not involved. -comparable compensation data for similarly qualified persons in functionally comparable positions at similarly situated organizations. -contemporaneous documentation and recordkeeping with respect to deliberations and decisions regarding the compensation agreement.”

“The governing documents, conflict of interest policy and financial statements are made available upon request.”

“Stanley w spinner, m.d.'s 39 hours average per week represents his role as a tch pediatric associates board member (1 hour average per week) as well as his role as a compensated physician. Cheryl hardin, m.d.'s 39 hours average per week represents her role as a tch pediatric associates board member (1 hour average per week) as well as her role as a compensated physician. Chuwey tsai-weinberg, m.d.'s 39 hours average per week represents her role as a tch pediatric associates board member (1 hour average per week) as well as her role as a compensated physician.”

“Dr. Mark w. Kline, while employed by baylor college of medicine, serves as an in-chief directing patient care at texas children's hospital. Due to his senior leadership role, he is eligible for incentive compensation based on his contribution to achieving the organization's strategic goals. All compensation is earned in his capacity as a physician leader.”

“Transfer from texas children's hospital - 421676;”

“Under the constructive ownership rules of irc sections 958(a) and (b), the taxpayer is required to file forms 5471, information return of u.s. Persons with respect to certain foreign corporations, as a category 5 filer with respect to certain controlled foreign corporations (cfcs). These filing requirements are or will be satisfied through the filing of forms 5471 for these cfcs by other u.s. Taxpayers identified below who have the same filing requirement: -texas children's hospital foundation ein: 20-2380599 6621 fannin st houston, tx 77030 -texas children's ein: 76-0461578 1919 s. Braeswood blvd, 4th fl houston, tx 77030”