Sc Health Company

“The initial board of directors were appointed as follows: 1. Six directors designated by prisma health-upstate. 2. Six directors designated by prisma health-midlands. 3. Two directors are the co-ceos of prisma health. 4. Two directors designated by the previously appointed directors. After the initial board of directors serve their initial term, new directors are designated by a majority of all the directors remaining in office.”

“The return was prepared by an independent accounting firm with assistance and oversight by management. The return was reviewed by management and in-house legal counsel prior to filing with the irs. In addition, a copy of the return was provided to the prisma health board of directors prior to filing.”

“The directors, officers and key employees are required to disclose on an annual basis any conflicts of interest. These are reviewed by the corporate compliance and legal departments of prisma health. Additionally, corporate compliance compares annual disclosures by employed physicians to those disclosed by vendors through the open payments system. Any exceptions are reviewed and communicated to the conflict of interest committee and the department chairperson.”

“Prisma health is responsible for establishing the compensation philosophy. As part of this undertaking, the executive compensation committee of the board of directors of prisma health, which is composed solely of independent directors of prisma health, sets the compensation payable to the executives and management leaders employed by prisma health and its related organizations who are considered as disqualified persons in accordance with section 4958 of the code and the applicable compensation philosophy to managers, directors, and employees. This process of independent establishment and review of compensation by the parent organization or the system is consistent with that utilized by the majority of large, multi-institutional healthcare systems. The executive compensation committee utilizes an expert independent compensation consultant retained by the committee to provide and evaluate compensation based on comparability data, market conditions, competition for talent, and other significant factors. Base compensation, variable incentive compensation, and benefits are all established and set after review by the committee of this data and the performance of the organization, and reports from the independent consultant are included in the minutes of the deliberation by the committee.”

“The organization makes it form 990 and form 1023 available upon request.”

“The organization makes its governing documents, conflict of interest policy, and financial statements available upon request.”

“Transfer of pension obligation -60,903,000. Parent/subsidiary equity transaction 846,790,000. Other -652,774.”

“This process has not changed from the prior year.”