Musc Affiliate Physicians

“(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 MAP, which expenses are incurred by the person(s) on behalf of MAP 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 any committee authorized by the Board to undertake decisions pursuant to this Compensation Policy with respect to the compensation of Covered Individuals will determine Reasonable Compensation consistent with the following: (i) the governance policies and practices of MAP; (ii) the conflict of interest policy of MAP; 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: (a) In advance of payment, the compensation arrangement will be approved by members of the Board or the appropriate authorized committee composed of persons who do not have a conflict of interest with respect to the compensation arrangement being determined; (b) The Board or the appropriate authorized 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 appropriate authorized committee); (c) The Board or the appropriate authorized committee will adequately document the basis for its determination concurrently with making that determination, which documentation shall include the Board or the appropriate authorized committee's written or electronic recordation of the following: (i) The terms of the transaction that was approved and the date it was approved; (ii) The members of the Board or the appropriate authorized committee who were present during debate on the transaction that was approved and the names of those who voted for it; (iii) The comparability data considered by the Board or the appropriate authorized committee; and (iv) Any actions taken with respect to the determination of the reasonableness of a transaction by anyone who is otherwise a member of the Board or the appropriate authorized committee, but who had a conflict of interest with respect to the transaction. ARTICLE III PERIODIC REVIEWS To ensure that MAP operates in a manner consistent with its charitable purposes and that it does not engage in activities that could jeopardize its status as an organization exempt from federal income tax, the Board shall conduct periodic reviews of this Compensation Policy and its actual implementation. The periodic reviews shall, at a minimum, ensure that the following”

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

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

“Copies of the form 990 will be made available for board members at the earliest 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 muha's internal auditor or their designee.”

“In the enactment of this conflicts of interest policy, the Board identifies that Mainsail is the sole member of MAP and the purpose of MAP is to support, benefit, promote, and aid its sole member Mainsail pursuant to the provisions of Article II of the Bylaws of MAP. A transaction with a third party is not a conflict of interest transaction solely on the basis that it may benefit Mainsail or affiliate of Mainsail or that it will involve ancillary contracts with Mainsail or other affiliate of Mainsail. Furthermore, the Board has determined that the remuneration of a Director from Mainsail or its affiliates is not a Financial Interest that is a conflict of interest in connection with his or her service to MAP, except in the narrow circumstances, where it is reasonably anticipated that the role of the Director will change, or his or her compensation will increase, in tandem, reliance, connection, or conjunction with such express action of MAP. 1. Duty to Disclose. In connection with any actual or possible conflict of interest, an Interested Person must disclose the existence of his or her Financial Interest and all material facts to the Directors and members of committees with Board-delegated powers considering the proposed transaction or arrangement. 2. Determining Whether a Conflict of Interest Exists. After disclosure of the Financial Interest and all material facts, and after any discussion with the Interested Person, he or she shall leave the Board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining Board or committee members shall decide if a conflict of interest exists. 3. Procedures for Addressing the Conflict of Interest. a. An Interested Person may make a presentation at the Board or committee meeting, but after such presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement that results in the conflict of interest. b. The Chair of the Board or the chair of the committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. In the event that the Chair is in a position of conflict, the Vice-Chair will assume the foregoing responsibility. c. After exercising due diligence, the Board or committee shall determine whether the Corporation can obtain a more advantageous transaction or arrangement with reasonable efforts from a person or entity that would not give rise to a conflict of interest. d. If a more advantageous transaction or arrangement is not reasonably attainable under circumstances that would not give rise to a conflict of interest, the Board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Corporation's best interest and for its own benefit and whether the transaction is fair and reasonable to the Corporation and shall make its decision as to whether to enter into the transaction or arrangement in conformity with such determination. 4. Violations of the Conflicts of Interest Policy. a. If the Board or committee has reasonable cause to believe that a member has failed to disclose an actual or possible conflict of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose. b. If, after hearing the response of the member and making such further investigation as may be warranted in the circumstances, the Board or committee determines that the member has in fact failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.”

“All documents are available upon request”

“CONTRACTUAL SERVICES - Total Expense: 59584508, Program Service Expense: 59584508, Management and General Expenses: , Fundraising Expenses: ;”

“The process has not changed from prior year.”