Mainsail Health Partners

“COMPENSATION POLICY - ARTICLE I - PURPOSE The purpose of this Compensation Policy is to protect the interest of Mainsail Health Partners (the "Corporation") when it is contemplating a compensation arrangement for services to be rendered to the Corporation. Subject to the Internal Revenue Code of 1986, as amended (the "Internal Revenue Code") and other applicable federal and state laws, the Board of Directors of the Corporation (the "Board") and the Executive Committee of the Board (the "Executive Committee") have authority and discretion to interpret, amend, modify or terminate this Compensation Policy. ARTICLE II - COMPENSATION The following provisions are intended to address compensation of officers, members of the Board, and other individuals as determined by the Board and/or Executive Committee ("Covered Individuals"). (a) Compensation. (i) "Compensation" includes the following: salary or wages; deferred compensation; retirement benefits; fringe benefits (e.g., personal vehicle, meals, lodging, personal family and educational benefits, payment of personal travel, entertainment, or other expenses such as athletic or country club membership and dues); transfers or favors which are not de minimis or insubstantial in nature; and/or the personal use of other gifts, payments or transfers intended or used for the personal benefit of the transferee. Compensation does not include transfers, payments or reimbursements to persons for ordinary and necessary business expenses of the Corporation, which expenses are incurred by the person(s) on behalf of the Corporation and which satisfy the substantiation requirements described in Section 1.274-5 of the Treasury Regulations. It is intended that such expenses include, but are not limited to, per diem and mileage allowances in connection with Corporation meetings. (ii) "Reasonable Compensation" is the amount of Compensation that would ordinarily be paid for similar services by similar organizations under similar circumstances as of the date the Compensation arrangement is entered. (b) Procedure for Determining Reasonable Compensation. The Board or the Executive Committee will determine Reasonable Compensation consistent with the following: (I) the governance policies and practices of the Corporation; (ii) the conflict of interest policy of the Corporation; and (iii) provisions which give rise to the "rebuttable presumption of reasonableness" described in Section 53.4958-6(a) of the U.S. Treasury Regulations. Consistent with the preceding paragraph, the determination of Reasonable Compensation shall also include the following elements: 1. In advance of payment, the compensation arrangement will be approved by members of the Board or the Executive Committee who do not have a conflict of interest with respect to the compensation arrangement being determined; 2. The Board or the Executive Committee will consider data and information as to the comparability of the compensation package prior to making its determination, (e.g., data and information about compensation paid by similarly situated taxable or tax exempt organizations for similar services, current compensation surveys compiled by independent firms, or actual written offers from similarly situated organizations competing for the services of the person whose compensation is being determined by the Board or the Executive Committee); 3. The Board or the Executive Committee will adequately document the basis for its determination concurrently with making that determination, which documentation shall include the Board or the Executive Committee's written or electronic recordation of the following: 1. The terms of the transaction that was approved and the date it was approved; 2. The members of the Board or the Executive Committee who were present during debate on the transaction that was approved and the names of those who voted for it; 3. The comparability data considered by the Board or the Executive Committee; and 4. Any actions taken wi”

“Business relationships exist between board members due to their involvement with affiliated entities at musc, uma, and muha. -”

“Copies of the form 990 will be made available for board members at the earliest available board meeting. In addition, all records, documents, etc. And access to staff, employees, associates, consultants, vendors, etc of the corporation shall be available for review/audit by medical university of south carolina's internal auditor or his or her designee.”

“THE CORPORATION WILL MAINTAIN A CONFLICT OF INTEREST POLICY. IN ACCORDANCE WITH THE POLICY ANY DIRECTOR OR OFFICER SHALL DECLARE HIMSELF OR HERSELF AS ABSTAINING FROM VOTING ON ANY MATTER IN WHICH SAID DIRECTOR OR OFFICER MAY BE CONSIDERED TO HAVE CONFLICT OF INTEREST. SUCH ABSTAINING DECLARATION SHALL BE MADE FOR THE RECORD AT THE BEGINNING OF ANY SUCH MOTION OR DISCUSSION AND SHALL BE RECORDED IN THE OFFICIAL MINUTES OF THE MEETING. THE SAME CONFLICT OF INTERST PROCEDURES SHALL APPLY TO ANY DIRECTOR OR OFFICER PARTICIPATING IN ANY COMMITTEE VOTE. FOR PURPOSES OF THE CORPORATION'S CONFLICT OF INTEREST POLICY, A TRANSACTION WITH A THIRD PARTY IS NOT A CONFLICT OF INTEREST TRANSACTION SOLELY ON THE BASIS THAT IT MAY BENEFIT MUSC OR AFFILIATE OF MUSC OR THAT IT WILL INVOLVE ANCILLARY CONTRACTS WITH MUSC OR OTHER AFFILIATE OF MUSC. The purpose of this conflicts of interest policy is to protect the interest of Mainsail Health Partners (hereinafter the "Corporation") when it is contemplating entering a transaction or arrangement that might benefit the private interest of an officer or director of the Corporation. This policy is intended to supplement but not replace Sections 33-31-831 or 33-31-832 of the South Carolina Code or other applicable state laws governing conflicts of interest applicable to the Corporation. Definitions 1. Interested Person. Any director, officer, or member of a committee with Board-delegated powers who has a direct or indirect Financial Interest, as defined below, is an Interested Person. 2. Financial Interest. A person has a Financial Interest if the person has, directly or indirectly, through business, investment, or family: a. an ownership or investment in any entity with which the Corporation has a transaction or arrangement; b. a compensation arrangement with the Corporation or with any entity or individual with which the Corporation has a transaction or arrangement; or c. a potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Corporation is negotiating a transaction or arrangement. Compensation includes direct and indirect remuneration as well as gifts or favors that are substantial in nature. For purposes of clarity, a Financial Interest shall not be deemed to include the acquisition or ownership by an Interested Party, solely as a passive investor with no involvement in the operation of the business, of no more than two percent (2%) of the ownership of a corporation, partnership, company, or other entity whose stock or ownership interest is publicly traded on a national securities exchange, the NASDAQ Stock Market or over-the-counter. A Financial Interest is not necessarily a conflict of interest. Under Article III, Section 2, a person who has a Financial Interest may have a conflict of interest only if the appropriate Board or committee decides that a conflict of interest exists. In the enactment of this conflicts of interest policy, the Board identifies that the purpose of Mainsail Health Partners is to be a supporting organization of MUSC as contemplated under IRC sections 501(c)(3) and 509(a)(3). A transaction with a third party is not a conflict of interest transaction solely on the basis that it may benefit MUSC or affiliate of MUSC or that it will involve ancillary contracts with MUSC or other affiliate of MUSC. However, in instances of a proposed written contract or agreement, where MUSC and the Corporation are both parties to the same contract or agreement, the MUSC Directors shall recuse themselves from the vote of the Board of the Corporation to approve such contract or agreement. Furthermore, the Board has determined that the renumeration of an MUSC Director from MUSC is not a Financial Interest that is a conflict of interest in connection with his or her service to Mainsail Health Partners, except in the narrow circumstances, where it is reasonably anticipated that the role of the MUSC Director will change, or his or h”

“All governing documents for the corporation are available upon request by contacting custodian noted in line 20 below.”

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