Century Integrated Partners Inc

“Number of Independent Board Members: The organization is operated under chapter 162.001(b) of the Texas Occupations Code (formerly 5.01(a) in the Medical Practice Act), for the public interest, such as research, education or public health, and must be incorporated and directed by physicians licensed by the Texas Medical Board and actively engaged in the practice of medicine. Texas law precludes hospitals from employing physicians to provide physician services under the corporate practice of medicine doctrine, unless such services are provided through a nonprofit health organization certified by the Texas Medical Board. Texas law requires that such nonprofit health organizations have a governing board that is comprised exclusively of actively practicing Texas licensed physicians. Texas Medical Board rules further permit a member of the certified non profit health organization to be a non-physician and to have control and operational authority over the non-clinical aspects of the organization. The administrative side of the corporation may be handled by non-physician officers, but all medical decisions and the overall medical policies of the organization must be made by physicians. All board members are appointed by Baylor University Medical Center, the organization's sole member. Baylor University Medical Center is a nonprofit 501(c)(3) hospital in the Baylor Scott & White Health System. The organization's board members are physicians who serve as employees of a related organization or own the entity that provide management and physician staffing services to the organization. A majority of the organization's board members are not considered independent according the Form 990 instructions. However, to the fullest extent allowed by state law, Baylor University Medical Center has certain reserved powers over the organization that include, without limitation, financial decisions, compensation matters, approval of the organization's articles of incorporation and bylaws, and amendments thereto, removal of the members of the governing body, and approval of dissolutions and mergers, over the organization. Baylor University Medical Center's governing body is comprised of a majority of independent community representatives that provide leadership and governance to Baylor University Medical Center and the organization to ensure it is meeting their charitable purpose.”

“Business Relationship: Dahlia Hassani, M.D., John Garrett, M.D., Elizabeth Fagan, M.D., Seamus Lonergan, M.D., and Toral Bhakta, D.O.”

“Members or stockholders: The organization is a Texas Nonprofit membership organization in which Zephyr Integrated Provider Services, LLC is the sole member. Baylor University Medical Center is the sole member in Zephyr Integrated Provider Services which is disregarded as an entity separate from Baylor University Medical Center for federal income tax purposes. Baylor University Medical Center, a nonprofit 501(c)(3) hospital, exercises its power and authority over the organization through Zephyr Integrated Provider Services, LLC.”

“Election of members of governing body by members, stockholders, or other persons: The organization is a Texas Nonprofit membership organization in which Zephyr Integrated Provider Services, LLC is the sole member. Baylor University Medical Center is the sole member in Zephyr Integrated Provider Services which is disregarded as an entity separate from Baylor University Medical Center for federal income tax purposes. Baylor Scott & White Holdings (BSW Holdings), a tax exempt, Texas nonprofit corporation, is the ultimate parent entity of the organization. BSW Holdings has control and substantial reserved powers over the organization, including those to elect and remove the governing body of the organization.”

“Governing body decisions subject to approval: All rights and powers are reserved to Baylor University Medical Center except only those rights and powers expressly set forth in the bylaws, required by state or federal law, or to meet the requirements and standards promulgated by joint commission. Baylor Scott & White Holdings (BSW Holdings), a tax exempt, Texas nonprofit corporation, is the ultimate parent entity of the organization. BSW Holdings has control and exercises substantial reserved powers on behalf of Baylor Health Care System, which is the sole member of BUMC , including without limitation, approval of the organization's certificate of formation and bylaws and amendments thereto, appointment and removal of members of the organization's governing body, approval of dissolutions and mergers, and other similar decisions over the organization. The BSW Holdings' Board of Trustees is comprised of a majority of independent community representatives that provide leadership and governance to BSW Holdings and its affiliated tax exempt entities, including the filing organization, to ensure it is meeting its charitable purpose.”

“Process used to review the Form 990: The Form 990 is prepared and reviewed by the BSWH tax department. During the return preparation process the tax department works with other functional areas including finance, accounting, treasury, legal, human resources, and corporate compliance for advice, information and assistance to prepare a complete and accurate return. Upon completion, the Form 990 is reviewed by the organization's President, financial officer and/or other key officers. A complete final copy of the return is provided to the organization's governing body prior to filing with the IRS.”

“Process used to monitor and enforce compliance with the organization's conflict of interest policy: Persons with an actual or perceived ability to influence the organization have the duty to disclose annually and otherwise promptly as potential conflicts are identified, any familial, professional or financial relationships with entities or individuals that do, or seek to do business with the organization or that compete with the organization. These individuals include the organization's officers, governing body, management, physicians with administrative services agreements, employed physicians, persons who participate in the design, coordination, conduct, or reporting of research on behalf of BSWH, and other key personnel who interact with outside organizations or businesses on behalf of the organization. The BSW Holdings Board of Trustees Audit and Compliance Committee, the BSW Holdings Board of Trustees Governance Committee (with respect to Baylor Scott & White Holdings Trustees), and/or the Baylor Scott & White Health Corporate Compliance Committee as the case may be will review all material disclosures submitted by these individuals to determine whether a conflicts of interest exists and to determine an appropriate resolution, if necessary. Any individual with a perceived or potential conflict is prohibited from voting or participating in the decision making process regarding such transaction with that individual.”

“Process for making governing documents, conflict of interest policy, & financial statements available to the public: The organization's certificate of formation and amendments thereto are made available to the public by the filing of those documents with the Texas Secretary of State. Also, the organization is included within the combined financial statements of BSW Holdings that are made available to the public by the posting of those documents through DAC Bond. The organization's other governing documents and conflicts of interest policy are not made available to the public and are not required disclosures pursuant to Internal Revenue Code (IRC) Section 6104.”

“Professional Fees: Program service expenses 141,760,278. Management and general expenses 0. Fundraising expenses 0. Total expenses 141,760,278. Other Purchased Services: Program service expenses 35,036,421. Management and general expenses 0. Fundraising expenses 0. Total expenses 35,036,421.”

“Disclosure Statement Related to Forms 5471, Information Return of U.S. Persons with Respect to Certain Foreign Corporations, Filed on Behalf of the Taxpayer: In accordance with IRC Section 6038 and 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, with respect to certain controlled foreign corporations (CFCs) including Baylor Scott & White Assurance SPC. These filing requirements are or will be satisfied through the filing of Form 5471 for this CFC by the U.S. taxpayer identified below who has the same filing requirement. Taxpayer Name: Baylor University Medical Center Taxpayer Address: 301 N. Washington Avenue, Dallas, TX 75246 Taxpayer Identification Number of U.S. tax return with which the Forms 5471 were or will be filed: 75-1837454 IRS Service Center where U.S. tax return was or will be filed: E-filed”