St. Charles Health System Inc.

“During 2019, the Board of Directors of St. Charles Health System, Inc. (SCHS) amended and restated SCHS Bylaws to update and clarify the requirements relating to the composition of the Board and to specifically set forth the distinction between the roles of committees having board-delegated authority and committees functioning in an advisory capacity. The other terms of the amended and restated SCHS Bylaws are generally consistent with the prior version, but were restated in a different format intended to achieve greater internal consistency and clarity.”

“The 990 was prepared internally and reviewed by an external consultant. It was reviewed by the organization's Director of Finance and the CFO, both CPAs. It was also sent to each Board member and an acknowledgment of receipt and review is required by each member. It was reviewed by the Audit & Compliance Committee on behalf of the Board of Directors for final 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 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 2019.”

“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 2019.SCHS utilized an independent outside consultant to determine the pros and cons of establishing board compensation. In February 2010 the consultant presented its findings to the St. Charles board governance committee advising that board members not be involved in determining any level of compensation for the board. An external committee was selected to review the consultants analysis along with management recommendations and agreed that compensation for the SCHS board of directors is warranted and will assist in retaining and recruiting highly qualified board members.”

“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.”

“OTHER PROGRAM SERVICES 4: Sage View mental health, Community Education and rents from affiliates. OTHER PROGRAM SERVICES 5: St. Charles Prineville OTHER PROGRAM SERVICES 6: St. Charles Medical Group (SCMG)SCMG is a group of medical clinics owned and operated by St. Charles Health System. These clinics are located throughout the region and provide outpatient services such as cancer care, OB/GYN, pulmonary care, sleep disorder resources, heart services and primary care. SCMG provided over 213,500 visits in Bend clinics, 70,400 visits in Redmond clinics, 7,800 visits in the Sisters clinic, 28,800 visits in Prineville clinics, 6,000 in the Madras clinics and 5,900 in La Pine clinics in 2018. SCMG also operates two immediate care clinics to provide low-cost urgent care services to the community; the immediate care clinics provided services for more than 22,500 patient visits in 2019. OTHER PROGRAM SERVICES 7: Home Health/Hospice OTHER PROGRAM SERVICES 8: Net Gain/(Loss)on sale of inventory OTHER PROGRAM SERVICES 9: Healthcare JV Income/(Loss) OTHER PROGRAM SERVICES 10: IT Support OTHER PROGRAM SERVICES 11: Patient Interest OTHER PROGRAM SERVICES 12: Education, Reimbursed Salaries, Outside Repairs and Supply Sales”

“Distributions paid to noncontrolling owners = -$9450000”