Glendive Medical Center Foundation Inc.

“The Executive Committee shall consist of the President, Vice-President, Secretary, Treasurer, Immediate Past President and Glendive Medical Center Chief Executive Officer. In the event the Immediate Past President is not available to serve, then the Board shall select another person from its membership to serve on the Executive Committee. The function and powers of the Executive Committee shall be as follows: (a) To represent and act for the Directors between meetings on any matter, policy or procedure, such actions to be reported to the Board. (b) To receive from the Foundation staff reports on the progress of the program and report such information to the Board. (c) To act as an advisor on matters, policy and procedure and when indicated, to make recommendations on policy decisions to the Board. (d) To advice and counsel the Foundation staff on special problems that may arise in connection with the program. (e) To employ an investment management organization upon the advice and recommendation of the Investment and Finance Committee.”

“J. Kevin Maxwell has a business relationship with Parker Powell and Barbara Markham.”

“A related organization, Glendive Medical Center, paid a management company, Billings Clinic, for CEO services for Parker Powell, as well as for other management services starting in September 2013. Glendive Medical Center paid Billings Clinic $213,167 for the services of the CEO for fiscal year ending June 30, 2015. In addition, Billings Clinic received a management fee totaling $120,800 for the fiscal year ending June 30, 2015.”

“The affairs of the Foundation shall be managed by a board of twelve (12) persons who shall be elected by the Board of Directors of the Foundation at its annual meeting. The directors of the Foundation shall only be elected from those persons appearing on the ballot offered by the nominating committee. The nominating committee shall be comprised of all of the members of the Board of Directors of Glendive Medical Center, a related organization.”

“All major decisions made by management are approved by Glendive Medical Center's Board of Directors. The Board of Directors of Glendive Medical Center must also approve all amendments to the Articles of Incorporation and the Bylaws, and serves as the nominating committee for the ballot from which all Foundation Directors are elected.”

“A copy of the 990 was made available to the CFO and distributed to the Board prior to filing with the IRS.”

“Members of the Foundation Board are required to sign a conflict of interest statement at the Foundation's annual board meeting each January. The Board President monitors the signed forms each year to ensure no conflicts of interest are present. If topics are discussed at a meeting which involves an individual with a conflict, the Board President would ask the member with the disclosed conflict to excuse him or herself from the meeting.”

“Starting in September 2013, the CEO was compensated by an unrelated management company. A related organization, Glendive Medical Center, paid the management company for his services as CEO. Glendive Medical Center compensates the CFO. The Glendive Medical Center Board uses comparability data and substantiates the compensation process for both positions.”

“Governing documents, conflict of interest policy and financial statements are kept at the Hospital and are available upon request. The annual Community Benefit report and a consolidated financial statement for Glendive Medical Center and its Affiliates is mailed to all service area households. It is also posted on the Hospital website.”

“The Organization relies on the governance committee of Glendive Medical Center for oversight responsibility for the financial reporting process.”