Samaritan Pacific Health Services Inc.

“Section 4.2, number and qualifications of directors, of the organization's bylaws was updated as follows: "there shall be a minimum of 7 directors of the corporation. And, "no more than three of the directors may be representatives of the sole member."”

“Samaritan pacific health services has a sole corporate member, samaritan health services, inc., which is a section 501(c)(3) tax-exempt organization.”

“Samaritan pacific health services elects members of its board of directors. Those elected members are then submitted to the sole corporate member for approval.”

“The sole corporate member has several reserved powers over the organization. These reserved powers include, but are not limited to, approval at certain threshold levels: the borrowing of funds, mergers and acquisitions, and sales or transfers of assets. In addition, the sole corporate member must approve any change in the mission of the organization, the annual budget, and any amendments to the articles of incorporation or bylaws.”

“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 is a 501(c)(3) corporation and is the sole member of the filing organization. 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. Additionally, a complete copy of the filing organization's finalized form 990 and related schedules was provided electronically to all members of the filing organization's governing board prior to its filing with the irs.”

“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 policy 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.”

“Line 15a: the ceo of the parent company, samaritan health services (shs) uses publicly available information to determine the compensation for the top management official of the filing organization. He consults with the independent consultant as to the reasonableness of this data to ensure that the top management official's compensation is reasonable as compared to similarly qualified persons in functionally comparable positions at similarly situated organizations. Line 15b: 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.”