Samaritan Health Services Inc.

“One non-employee board member of the filing organization lacks independence due to business transactions with a related organization.”

“A copy of the organization's final form 990 (including required schedules), as ultimately filed with the irs, was provided to each voting member of the samaritan health services (shs) audit and compliance committee prior to its filing with the irs. Shs's chief financial officer conducted the form 990 review with the committee and provided time for questions from the group. A formal report of this committee has been made to the full board of directors of shs.”

“Board member conflicts of interest: the members of the board must annually complete a conflict of interest questionnaire, which requires disclosure of any conflicts or potential conflicts of interest. The completed questionnaires are reviewed by the chief financial officer and corporate compliance officer. If a conflict is disclosed that could prohibit a member from serving on the board, this is evaluated by the audit and compliance committee of the samaritan health services (shs) board of directors to determine whether the member should continue to serve on the board. If a conflict is disclosed that does not prohibit a member from serving on the board, the conflict is managed through a process set forth in the organization's bylaws. The bylaws prohibit any board member from voting on an action where an individual member has a conflict of interest. Employee conflicts of interest: the shs code of conduct and business ethics requires that all shs employees complete an annual disclosure of potential conflicts of interest. Through the human resources software, performance manager, the disclosure requirement notice is assigned to all employees and by year end all tasks are to be completed. If there is a perceived conflict of interest it is reviewed by the corporate compliance officer, legal counsel and/or senior management. Actual conflicts of interest are reviewed and discussed by the audit and compliance committee of the samaritan health services board of directors.”

“The compensation committee of samaritan health services, inc. Periodically engages an independent consultant to assist it in providing comparable market data for the ceo, who is the organization's top management official. This analysis includes regional and national data as to comparable compensation for similarly qualified persons in functionally comparable positions at similarly situated organizations. This information is used by the compensation committee in its deliberations regarding the ceo's compensation which is documented in the committee's minutes. The ceo of the organization relies on publicly available information to determine the compensation for other top management officials within the organization. He consults with the independent consultant as to the reasonableness of this data to ensure that each top management official's compensation is reasonable as compared to similarly qualified persons in functionally comparable positions at similarly situated organizations. Physician employee compensation, including physicians who are board members, is reviewed at least annually by senior management. This review includes comparison with published physician compensation studies. For all other employees, the organization performs an analysis each year to compare compensation of all paid positions to market surveys of compensation for similar positions in other organizations.”

“Financial statements are made available upon request. System-wide summarized data is also provided in the annual report to the community. This report is made available in all kiosks and high-traffic areas of all hospitals and physician clinics, as well as community places such as the public library. It is also distributed to the boards of directors and directly mailed to donors and new residents in the community. Additionally, the report is made available at all events, community outreach projects, and screenings attended throughout the year. Governing documents are available to the public upon request.”