Vail Clinic Inc.

“Describe circumstances for having members: vail health services, the sole member of vail clinic, inc. Dba vail health hospital, can appoint board members. The following governance decisions are also subject to approval by the sole member: - appointing and removing the president of the corporation - amending or approving all amendments to the corporation's articles of incorporation or bylaws - approving budgets - approving unbudgeted expenditures in excess of $100,000 - approving unbudgeted borrowings in excess of $1,000,000 - voluntary dissolution, merger, consolidation or bankruptcy - approving sale of assets in excess of $1,000,000 - creating a subsidiary or affiliate - selecting public accountants - establishing investment policies - establishing policies on the distribution and use of funds - adding/deleting major program/service lines”

“Process to Review the Form 990: THE FORM 990 IS PREPARED BY A THIRD PARTY BASED ON DATA PREPARED AND SUBMITTED BY THE ACCOUNTING DEPARTMENT. THE DRAFT 990 IS REVIEWED BY MEMBERS OF THE ACCOUNTING DEPARTMENT PRIOR TO ITS FILING. THE REVIEW INCLUDES READING IT FOR ACCURACY OF DISCLOSURE AND COMPARING THE NUMBERS TO THOSE IN THE AUDITED FINANCIAL STATEMENTS. A COPY OF THE FORM 990 IS PROVIDED TO THE BOARD OF DIRECTORS BEFORE FILING WITH THE IRS.”

“Process for Monitoring Compliance with Conflict of Interest Policy: THE CONFLICT OF INTEREST POLICY APPLIES TO VAIL HEALTH HOSPITAL (VHH) BOARD MEMBERS, OFFICERS, MEDICAL STAFF, LICENSED INDEPENDENT PRACTITIONERS, VOLUNTEERS, AGENTS, CONTRACTORS AND EMPLOYEES. ALL BOARD MEMBERS, MEDICAL STAFF, NURSE PRACTITIONERS, PHYSICIAN ASSISTANTS, AND EMPLOYEES OF VHH ARE REQUIRED TO DISCLOSE POTENTIAL CONFLICTS OF INTEREST BY COMPLETING A CONFLICT OF INTEREST ELECTRONIC QUESTIONNAIRE UPON HIRE OR APPOINTMENT AND THEN ANNUALLY. BOARD MEMBERS AND AGENTS MUST COMPLETE AND SUBMIT CONFLICT OF INTEREST ELECTRONIC QUESTIONNAIRE TO THE CHIEF ETHICS AND COMPLIANCE OFFICER UPON HIRE OR APPOINTMENT AND THEN ANNUALLY. VOLUNTEERS MUST COMPLETE AND SUBMIT DISCLOSURE FORMS TO THE MANAGER OF VOLUNTEERS WHEN THEY BEGIN PROVIDING SERVICES TO VHH AND THEN ANNUALLY. IF DURING THE YEAR ANY NEW POTENTIAL CONFLICTS OF INTEREST ARISE, COVERED PERSONS MUST REPORT THE POTENTIAL CONFLICTS OF INTEREST IMMEDIATELY (AND PRIOR TO UNDERTAKING ANY ACTIVITY THAT MAY RAISE A POTENTIAL CONFLICT OF INTEREST). THE CHIEF ETHICS AND COMPLIANCE OFFICER, THE VOLUNTEER SERVICES PROGRAM MANAGER AND THE COMMITTEE SHALL CONSIDER THE FOLLOWING FACTORS WHEN REVIEWING COMPLETED DISCLOSURE FORMS: - WHETHER THE COLLEAGUE OR AN IMMEDIATE FAMILY MEMBER IS A PARTY TO, OR MAY DIRECTLY OR INDIRECTLY BENEFIT FROM, A PROPOSED AGREEMENT OR TRANSACTION INVOLVING VHH; - WHETHER THE COLLEAGUE'S DESIRE FOR, OR EXPECTATION OF, DIRECT OR INDIRECT EXTERNAL ECONOMIC ADVANTAGE COULD DISTORT A VHH DECISION OR ACTIVITY; - WHETHER THE COLLEAGUE OR AN IMMEDIATE FAMILY MEMBER IS ENGAGING IN AN ACTIVITY, BUSINESS, OR TRANSACTION IN WHICH VHH IS LIKELY TO ENGAGE; - WHETHER THE COLLEAGUE'S OUTSIDE ACTIVITIES MAY CONFLICT WITH RIGHTS OF, OR THE COLLEAGUE'S OBLIGATIONS TO, VHH OR VHH'S PATIENTS; - WHETHER THE CONFLICT OF INTEREST CAN BE CURED OR MANAGED BY RECUSAL OR OTHER APPROPRIATE ACTION; - WHETHER THERE IS AN APPEARANCE OF A CONFLICT OF INTEREST.”

“Review of CEO or Top Mgmt Official Compensation: A FORMAL EXTERNAL REVIEW IS CONDUCTED EVERY YEAR. EXECUTIVE COMPENSATION WAS LAST FORMALLY REVIEWED IN 2016 BY SULLIVAN COTTER. THIS REVIEW EVALUATES TOTAL COMPENSATION OF THE EXECUTIVE AGAINST COMPENSATION DATA FOR THE SAME OR SIMILAR JOB BY INDUSTRY, REVENUE SIZE AND GEOGRAPHIC LOCATION AND OTHER FACTORS TO ENSURE THAT THE COMPENSATION PAID IS APPROPRIATE AND REASONABLE. THAT INFORMATION IS THEN REVIEWED BY THE COMPENSATION COMMITTEE AND THE BOARD OF DIRECTORS. INTERNAL REVIEWS ARE PERFORMED AS WELL AT TIME OF HIRE AND ON AN ONGOING BASIS USING COMPENSATION SURVEYS.”

“Review of Other Officer or Key Employees Compensation: A FORMAL EXTERNAL REVIEW IS CONDUCTED EVERY YEAR. OTHER OFFICER AND KEY EMPLOYEE COMPENSATION WAS LAST FORMALLY REVIEWED IN 2016 BY SULLIVAN COTTER. THIS REVIEW EVALUATES TOTAL COMPENSATION OF THE INDIVIDUAL AGAINST COMPENSATION DATA FOR THE SAME OR SIMILAR JOB BY INDUSTRY, REVENUE SIZE AND GEOGRAPHIC LOCATION AND OTHER FACTORS TO ENSURE THAT THE COMPENSATION PAID IS APPROPRIATE AND REASONABLE. THAT INFORMATION IS THEN REVIEWED BY THE COMPENSATION COMMITTEE AND THE BOARD OF DIRECTORS. INTERNAL REVIEWS ARE PERFORMED AS WELL AT TIME OF HIRE AND ON AN ONGOING BASIS USING COMPENSATION SURVEYS. Form 990, Part VI, Section B, line 16b WRITTEN POLICY RELATED TO JOINT VENTURE ARRANGEMENTS: VAIL HEALTH HOSPITAL DOES NOT HAVE A DOCUMENTED WRITTEN POLICY, HOWEVER, THE ORGANIZATION TAKES APPROPRIATE MEASURES AND HAS PROCESSES IN PLACE TO ENSURE THAT ANY PARTICIPATION IN JOINT VENTURE AGREEMENTS ARE EVALUATED EXTENSIVELY IN ORDER TO SAFEGUARD THE ORGANIZATION'S EXEMPT STATUS.”

“Describe how Governing Documents are made Available to the Public: THE FINANCIAL STATEMENTS ARE AVAILABLE TO THE PUBLIC FOR VIEWING FOR VALID BUSINESS PURPOSES.”

“Other changes in net assets: Net revenue passed thru from the Colorado Hospital Association Trust for Worker's Compensation -119,899 Net Asset change due to adoption of ASC 800 20,342,282 Total 20,222,383”

“Description:physicians total fees:6285740”

“Description:coding services total fees:649902”

“Description:facilities total fees:596486”

“Description:radiology/imaging total fees:2827860”

“Description:laboratory total fees:786015”

“Description:health information total fees:1341888”

“Description:food & nutrition total fees:1690317”

“Description:consulting total fees:1393230”

“Description:patient fin svcs/relations total fees:1388181”

“Description:therapy total fees:136626”

“Description:human resources total fees:314926”

“Description:admin total fees:405712”

“Description:admissions total fees:107404”

“Description:laundry total fees:817454”

“Description:repairs & maintenance total fees:572483”

“Description:other miscellaneous total fees:744546”