Boston Childrens Network Specialty Physicians Inc.

“Boston Children's Network Specialty Physicians, Inc. ("BCNSP") has two classes of members, designated as Class A and Class B. Class A consists solely of the individual serving as the Children's Hospital Corporation (the "Hospital") from time to time as its Executive Vice President of Health Affairs (the "EVP of Health Affairs"). Class B members include each physician-employee of BCNSP with an active, affiliate or adjunct medical staff appointment from the Hospital who (i) provides all or most of such physician's clinical services at a hospital site other than the Hospital's main campus pursuant to an agreement between the site operator and the corporation or the Hospital; (ii) has a faculty appointment and teaching responsibilities at a medical school other than Harvard Medical School; or (iii) is otherwise approved by the Class A member to be included as a Class B member (each such physician, a "Network Physician").”

“The board of directors shall consist of: (a) the individual serving as the Class A member, ex-officio, with vote; (b) five individuals appointed by the Class A member (the "Class A Directors"); and (c) five directors elected by the Class B members (collectively, the "Elected Directors").”

“The affairs of BCNSP shall be managed by the directors who shall have and may exercise all the powers of the corporation, except those powers reserved to the members by law, the Articles of Organization, or the Bylaws. The powers of the board of directors shall be exercised subject to the rights of the members to approve any matter where the approval of the members of a Massachusetts Chapter 180 corporation is required by law, and shall be subject to the rights of the Class A member to approve, upon recommendation of the board of directors, but prior to the implementation thereof, the following actions: (a) the amendment of the Articles of Organization and Bylaws of BCNSP; and (b) the selection of the independent auditor and legal counsel of BCNSP which approval shall not be withheld so long as the legal counsel and auditors are selected from an approved list of firms mutually agreed to by BCNSP and the Class A member. In addition, the Class A member shall have the right to review, but not to approve, the annual operating budget and all capital budgets of the corporation, which budgets shall be developed by the board of directors and presented to the Class A member at least thirty days before the beginning of the fiscal year to which such budgets apply. The Class A member shall have the authority to recruit, hire and terminate physician and other employees of the corporation. The Class A member shall also have the authority to amend these Bylaws and may do so without any prior recommendation by or further action of the board of directors.”

“The Form 990 tax return was prepared by Children's Hospital staff and reviewed by the Chief Financial Officer and General Counsel, along with the outside accounting firm of Ernst & Young. A copy was made available to the Board prior to filing.”

“BCNSP adopts the Conflict of Interest Policy in the form adopted and maintained by the Children's Hospital Corporation, as from time to time in effect. The Organization's conflict of interest policy applies to all directors, Trust Board members, members of the medical or research staff, faculty, fellow, resident, student, visiting faculty or scientist, consultant, volunteers and employees of the Hospital. Directors, chiefs of service and division chiefs, senior directors and others who exercise influence over important strategic, business and purchasing decisions of the Hospital are required to complete an annual conflict of interest disclosure questionnaire about their financial interests and outside activities. If an expected questionnaire is not returned, the Compliance Officer notifies the individual's supervisor or the CEO or COO, and repeated requests for the completed questionnaire are made until the questionnaire is completed. Responses are reviewed by the Compliance Officer and any potential conflicts are discussed with the Office of General Counsel and/or the individual's supervisor; any actual or potential conflicts are managed by termination of the conflict, management of the conflict, recusal, disclosure, review, or a combination thereof. Outside interests and outside activities may be permitted as long as the Hospital, Medical Center or Trust determines that such interests and activities are consistent with the policies of the Hospital, Medical Center or Trust and the Hospital, Medical Center or Trust Board member, medical staff member or employee involved does the following: 1. discloses the fact that he/she has a financial interest or a consultative role in or with a person or company with which the Hospital, Medical Center or Trust is doing or is thinking of doing business; and 2. refrains from voting or exercising any personal influence whatsoever in the selection of a person or company to do business with the Hospital, Medical Center or Trust with whom or in which he/she has a financial interest or a consultative role; and 3. avoids any active participation in any financial negotiations between the Hospital, Medical Center or Trust and the person or company with whom or in which he/she has a financial interest or consultative role; and 4. does not permit such outside interests or activities to absorb such amounts of his/her time and effort as to make it impractical for them to fulfill their assigned responsibilities at the Hospital, Medical Center or Trust; and 5. does not permit such outside interests or activities to compromise or appear to compromise the name or reputation of the Hospital, Medical Center or Trust.”

“BCNSP adopts the Code of Conduct, the Conflict of Interest Policy, and the Compliance Manual in the form adopted and maintained by the Children's Hospital Corporation, as from time to time in effect. Children's Hospital posts its Code of Conduct (which incorporates the Conflict of Interest Policy) and its Compliance Manual (which includes a summary of the Conflict of Interest Policy) on its external website and these are also available from the Compliance Office or the Office of General Counsel. Governing documents are not posted publicly but are available upon request and are also filed with the Massachusetts Secretary of State, where they are available to the public. Financial statements are available upon request.”

“The individuals, who have compensation from related organization from related organizations, listed in Column E, spend the remainder of their full time hours working for Children's Medical Center and its other affiliates.”