St Charles Health System Inc

“The updated 2024 Bylaws specify that President/CEO is designated as a director with voting rights. The updated Bylaws specify that the Designated Director shall not be a member of and shall not have voting rights on the following Board Committees: Governance Committee, Audit and Compliance Committee, Compensation and Excess Benefit Transaction Committee.The updated 2024 Bylaws specify the establishment of term limits for the positions of Board Chairperson and Vice Chairperson of three (3) consecutive one-year terms.The updated 2024 Bylaws specify that the Chief Financial Officer of the Corporation shall serve as Treasurer of the Corporation.”

“The 990 was prepared internally and reviewed by an external tax consultant. It was also reviewed by the organization's VP Finance and CFO. It was provided to the Audit & Compliance Committee to provide them an opportunity to review before filing.”

“The policy covers any SCHS director, principal officer, or member of a committee (hereinafter referred to as fiduciary) with powers delegated by the SCHS Board of Directors (the Board) who has a direct or indirect financial interest in SCHS or any entity within SCHS. This policy is intended to ensure that the business conducted by SCHS is free from the influence of actual or potential conflicts of interests by any SCHS fiduciary. Each fiduciary shall annually complete the Conflict of Interest Questionnaire. This completed form is automatically submitted to the SCHS VP Chief Compliance Officer who will evaluate the completed forms and present a report to the Governance Committee. The fiduciary is also required to update his/her responses to the Conflict of Interest Questionnaire should any new information regarding an actual or potential conflict of interest for that fiduciary arise. In addition, should a subsequent conflict arise after the submission of the previously completed Conflict of Interest Questionnaire each fiduciary shall orally disclose, prior to the Boards or the relevant committees consideration of a proposed transaction or arrangement, the existence of any financial interest that he or she may have with respect to the transaction or arrangement. The board will then review the transaction or arrangement to determine if it is in SCHS's best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination, it shall make its decision as to whether to enter into the transaction or arrangement.”

“Schs utilizes an independent outside consultant to provide comparability data regarding compensation for the ceo and top management officials. The analysis covers all elements of total compensation. The ceo's compensation is reviewed and approved by the board of directors following a compensation review. The most recent study for the ceo and top management officials was performed in november of 2024.”

“Schs utilizes an independent outside consultant to provide comparability data regarding compensation for the key employees. The analysis covers all elements of total compensation. The compensation is reviewed by the board of directors following a compensation review. The evaluation and review process is prescribed in an internal policy and the process is documented. The most recent study for the key employees was performed in november of 2024.schs utilizes an independent outside consultant to provide comparability data regarding compensation for board members. The board of directors updated director compensation in 2023 based on a 2022 compensation study. Compensation and comparability data were reviewed and revised by the board of directors following documented processes and based on good governance principles. The evaluation and review process is prescribed within the boards internal governing documents.”

“Governing documents are available upon request. The Conflict of Interest policy is available to employees through a shared document management system. Financial reports are shared with employees monthly. Audited financial statements are available to the public upon request and on the internet at https://emma.msrb.org/Home/Index.”

“Jv goodwill previously excluded = $6526022”

“Removal of joint venture minority interest equity = -$5048294”