Summa Health Group Return

“Lines 1a and 1b: the director count information is presented in the following format: entity name - number of voting members - number of independent voting members summa health system ("shs") - 13 - 8 summa foundation ("sf") - 25 - 23 summa physicians, inc. Dba summa health medical group ("shmg") - 3 - 2 totals for group return - 41 - 33 all of the organizations listed above are subordinates under the control of summa health ("sh"). As of december 31, 2016, sh had 13 voting directors, 8 of whom were independent voting directors.”

“Family/business relationships amongst interested persons: summa health system: richard marsh, leila vespoli, and anthony lockhart - business relationship lydia cook, m.d., david custodio, m.d., thomas p. O'neill, mary ward and erik n. Steele, d.o. - business relationship thomas p. O'neill and jason niehaus - business relationship brian derrick, thomas malone, m.d., james mcilvaine, eric n. Steele, d.o., vivian von gruenigan, m.d., and matthew wayne, m.d. - business relationship nicholas browning and daryl cameron - business relationship michael m. Hughes, m.d., and thomas p. O'neill - business relationship mary ward, r.n., david custodio, m.d., and tammy scarborough - business relationship summa foundation: samir gibara and scott honnold - business relationship george daverio, jr. And c. Gordon ewers - business relationship”

“The code of regulations of summa foundation was amended as follows: the member of summa foundation was changed from summa health system to summa health. The list of matters which must be submitted to, and receive the approval of both the board of directors and the member was amended to be those matters described as "reserved powers with respect to subsidiary corporations" in the code of regulations of the member. The president of summa foundation was designated a special voting director of the board of directors of summa foundation. The quorum definition was changed to be a majority of the current directors. The composition of the executive committee was changed to be the chair, vice-chair, and three (3) other directors. The board of the foundation authorized and directed the transfer of the long term investments of summa foundation to summa health.”

“Classes of members or stockholders: summa health system:summa health is the sole member of summa health system. Summa foundation: summa health is the sole member of summa foundation summa physicians, inc. Dba summa health medical group: summa physicians, inc. Has stockholders; the stock is held in trust for the benefit of summa health.”

“Members or stockholders electing members of governing body: summa health system: the code of regulations of summa health system provides that those directors of summa health, the sole member of summa health system, would be the directors of summa health system. Summa foundation: in addition to directors elected by the summa health board as the sole member of summa foundation, the president and ceo of summa health serves as a director of summa foundation. Summa physicians, inc. Dba summa health medical group: summa physicians, inc. Is affiliated with summa health system and only persons approved by summa health system or employed by summa health system or an affiliated entity may serve as a director of summa physicians, inc.”

“Decisions requiring approval by members or stockholders: summa health system: summa health is the sole member of of summa health system. As the sole member, summa health has the power and authority to approve or disapprove of each of the following on behalf of summa health system: (i)any modification of the essential nature, purpose, mission or operations of the corporation; (ii)adoption of a code of regulations, bylaws or other constitutive document of the corporation and any and all amendments thereto; (iii)adoption of any amendments to the articles of incorporation or similar charter or organizational document or agreement and/or any other change in the corporate structure or governance of the corporation; (iv)establishment of qualifications for the selection of directors, directors or managers of the corporation; (v)appointment or election and removal of members of the governing body of the corporation; (vi)appointment or election and removal of the president and/or chief executive officer or similar officer(s) of the corporation; (vii)adoption of annual operating and capital budgets of the corporation; (viii)the borrowing of money or other incurring or creating of any indebtedness of the corporation, including by way of a guaranty of the debt of another, in an amount greater than $1,000,000 or that will increase the amount of indebtedness incurred in the current calendar year, in the aggregate, to more than $3,500,000; (ix)adoption of the long range plans of the corporation; (x)determinations as to the use and occupancy of any building owned or leased by the corporation; (xi)the sale, encumbrance, lease or disposition of real property of the corporation other than in the ordinary course of the operations of the corporation; and (xii)the merger, reorganization, dissolution or other corporate action of a similar nature, including participation in a joint venture, proposed by the corporation. Summa foundation: summa health is the sole member ("member") of summa foundation. The following are the matters ("reserved powers") which must be submitted to, and receive the approval of both the board of directors of summa foundation and the member: (i)any modification of the essential nature, purpose, mission or operations of the corporation; (ii)adoption of a code of regulations, bylaws or other constitutive document of the corporation and any and all amendments thereto; (iii)adoption of any amendments to the articles of incorporation or similar charter or organizational document or agreement and/or any other change in the corporate structure or governance of the corporation; (iv)establishment of qualifications for the selection of directors, directors or managers of the corporation; (v)appointment or election and removal of members of the governing body of the corporation; (vi)appointment or election and removal of the president and/or chief executive officer or similar officer(s) of the corporation; (vii)adoption of annual operating and capital budgets of the corporation; (viii)the borrowing of money or other incurring or creating of any indebtedness of the corporation, including by way of a guaranty of the debt of another, in an amount greater than $1,000,000 or that will increase the amount of indebtedness incurred in the current calendar year, in the aggregate, to more than $3,500,000; (ix)adoption of the long range plans of the corporation; (x)determinations as to the use and occupancy of any building owned or leased by the corporation; (xi)the sale, encumbrance, lease or disposition of real property of the corporation other than in the ordinary course of the operations of the corporation; and (xii)the merger, reorganization, dissolution or other corporate action of a similar nature, including participation in a joint venture, proposed by the corporation. Summa physicians, inc. Dba summa health medical group n/a”

“Review of form 990 by governing body: the return was reviewed in detail by a committee consisting of internal legal counsel, financial management, and an external tax advisor. The review committee included the senior vice president, finance & cfo and the senior vice president, legal services & general counsel. This detailed review occurred in september 2017. Following this review and incorporation of changes recommended by this committee, the return was provided to the summa health committee on governance prior to its october 2017 meeting for further review. The committee on governance is a standing committee appointed by the summa health board of directors and includes members of the board of directors. Schedule h of the return was also reviewed by the summa health community benefits committee. After these reviews by the committee on governance and the community benefits committee, and prior to filing with the irs, an email was sent to each voting member of the boards of directors. This email included instructions and a link to a password-protected web site on which the entire form 990 was available for viewing.”

“Conflict of interest policy: a conflict of interest questionnaire is sent annually to all summa health entities' boards of directors, key employees, senior managers, medical directors, employed physicians, contracted physicians, administrative directors, executive directors, department heads, managers, supervisors, and members of purchasing committees for completion. Responses are individually reviewed for determination of potential conflicts. Those responses deemed to present potential conflicts are then presented to the governance committee (sub-committee of the summa health board of directors). The governance committee reviews each response that presents a potential conflict and determines whether additional action is required to eliminate or mitigate the potential conflict. This annual conflict of interest questionnaire process is managed by the corporate compliance department pursuant to the summa health policy on conflict of interest as approved by the summa health board of directors. In addition to the annual conflict of interest questionnaire, the conflict of interest policy imposes a duty to disclose conflicting interests on an ongoing basis.”

“Process to establish compensation of top management official and other employees: executive compensation: the compensation committee of the summa health board of directors meets at least twice each year to review and approve base compensation and total remuneration for executive staff. Each voting member of the compensation committee is an independent director and is not affiliated with management. The compensation committee engages outside consulting support to provide independent market data, advice and counsel to the compensation committee. For the past six years, the compensation committee has used hay group, a nationally recognized consulting firm, to assist their efforts. The hay group provides the following services to the compensation committee: (a) education of committee members regarding executive compensation trends and best practices in healthcare organizations; (b) assessment of the market competitiveness and reasonableness of summa's executive compensation programs including base salary, incentive compensation, core and executive benefits, as well as their alignment with the mission and future performance expectations; (c) written, detailed evaluation of the market reasonableness of summa's executive compensation and benefits program; and (d) ongoing support and independent advice to the compensation committee on matters related to executive compensation. The compensation committee contemporaneously documents its deliberations and decisions regarding compensation arrangements for each position listed below. Each year the compensation committee reviews and approves the compensation for the following positions: summa health: president & ceo senior vice president, finance & cfo senior vice president, legal services & general counsel senior vice president, it&s & cio senior vice president, planning & marketing senior vice president & chief nursing officer senior vice president, human resources senior vice president, chief medical officer chief operating officer summa health system: president summa foundation: president summa physicians, inc. Dba summa health medical group: president”

“Required documents available to the public: summa health makes its conflicts of interest policy available upon request. The articles of incorporation of summa health and its related entities are available on the website of the ohio secretary of state (www.sos.state.oh.us). Summa health makes its financial statements available on its website (www.summahealth.org). The financial statements are also available through the electronic municipal market access (www.emma.msrb.org) and on summa's website (www.summahealth.org).”

“Beginning with the 2014 tax year all independent contractors were paid by summa health (ein 34-1887844) which is the parent organization of the filing organization.”

“Pension liability adjustment 2,526,000. Post retirement benefit adjustment -169,000. Net assets released from restriction 288,000. Net asset contribution to(from) affiliated organization -103,344,606. Other changes in net assets 9,000. Restricted activity reported 864,364. Change in temporarily restricted net assets -1,165,000. Change in permanently restricted net assets 10,996. Other changes in net assets - adjustments -5,257.”

“The organization has not changed either its oversight process or selection process during the tax year.”