Cottage Medical Foundation

“Cottage Health is the sole corporate member.”

“Cottage Health is the sole corporate member and can appoint Directors to the Board.”

“The Board of Directors must obtain prior approval from the Board of Directors of Cottage Health, in order to: a) amend or restate the Articles of Incorporation or Bylaws; b) implement the annual budget and long-term capital and operational budget; c) sell, lease, mortgage, pledge, merge, consolidate or make any other disposition of any material part of the property and assets of this corporation; or d) voluntarily dissolve the corporation.”

“Form 990 is prepared under the direction of the Senior Vice President and CFO. Form 990 is compiled and reviewed by the Senior Vice President & CFO, the Vice President Finance & Controller, the Director Corporate Finance, and the Accounting Manager. Form 990 is reviewed separately by Ernst & Young as an independent tax consultant to Cottage during the development of the response. Each party reviews Form 990 prior to submission to the Compliance & Audit Committee and to the Board of Directors, whose reviews are conducted prior to filing. A complete copy of the final Form 990 is provided to all members of the governing board before it is filed.”

“The purpose of the Conflict of Interest policy is to protect the interest of the Health System when it contemplates entering into a transaction or arrangement that could benefit the private interest of a Director or Officer of Cottage Health, Santa Barbara Cottage Hospital, Goleta Valley Cottage Hospital, Santa Ynez Valley Cottage Hospital, Santa Barbara Cottage Hospital Foundation and Goleta Valley Professional Buildings, Inc., collectively known as Cottage Health. The Directors have a duty to: 1.) discharge their duties to benefit Cottage Health and not the Directors personally 2.) disclose situations with the potential for conflict of interest with the vision and mission of Cottage Health 3.) refrain from discussing confidential Cottage Health business with others. Each Board member will annually complete the Cottage Health Directors Annual Conflict Disclosure Form. The Disclosure information will be reviewed annually by the Board Chair and the results reported to the full Board. Each Director or Officer will disclose to the Board Chair items to be discussed at a Board meeting. If there are any material financial or personal interests a Board member or family member may have in a Board decision, the Director or Officer will disclose this to the Committee Chair before the Board reviews the items and takes action. In general, an Officer who has disclosed a potential conflict should be excused from the decision making portion of the discussion and is prohibited from voting on a matter involving a potential conflict of interest. If the Board has reasonable cause to believe that a Director or Officer failed to disclose a material financial interest or other potential material conflict of interest, the Board Chair shall inform the member of the basis for the belief and afford the member an opportunity to explain the alleged failure to disclose. After hearing the Director or Officer response and conducting any further necessary investigation, the Board determines if the Director or Officer failed to disclose a material financial or other potential material conflict of interest. The Board Chair shall take appropriate corrective action. Committee Chairs who address conflict of interest situations with a Board Committee member are responsible for reporting such situations to the Board Chair. Key employees are treated as other employees of Cottage Health and sign an annual conflict of interest form. These forms are reviewed by Compliance and any issues are brought to the Chief Compliance Officer.”

“On an annual basis the Compensation Committee (CC) of the Board of Directors meets to determine appropriate compensation for executives, including the CEO, COO, CFO, and vice presidents. All members of the CC are independent members of the Board of Directors. The CC engages an independent consultant to prepare comparative compensation reports for each position. The executive's individual performance will also be considered when determining compensation. The CC recommends compensation for the executives to the full Board for approval. This process takes place annually for all employed officers and key employees.”

“The process described in line 15a, above, takes place annually for all employed officers and key employees. For this fiscal year, the review occurred on March 29, 2024.”

“Tax filings and Audited Financial Statements can be obtained upon request from the CFO. The bylaws, articles of incorporation and conflict of interest policies are not available to the public.”

“The organization's initial venture is partnerships in two surgery centers.”