Santa Barbara Cottage Hospital

“Cottage Health System is the sole corporate member of Santa Barbara Cottage Hospital, Goleta Valley Cottage Hospital, Santa Ynez Valley Cottage Hospital and Goleta Valley Professional Buildings, Inc.”

“Cottage Health System is the sole corporate member of Santa Barbara Cottage Hospital, Goleta Valley Cottage Hospital, Santa Ynez Valley Cottage Hospital, and Goleta Valley Professional Buildings, Inc and can appoint Directors to the Board.”

“The Board of Directors for Santa Barbara Cottage Hospital, Goleta Valley Cottage Hospital, Santa Ynez Valley Cottage Hospital, and Goleta Valley Professional Buildings, Inc must obtain prior approval from the Board of Directors of Cottage Health System, 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 Vice President of Finance and CFO. Form 990 is reviewed by VP Finance, CFO and independent tax consultants prior to submitting to the Audit and Compliance Committee. All members of the Board receive a copy of the organization's form 990 for review prior to filing.”

“The purpose of the Conflict of Interest policy is to protect the interest of the Hospital when it contemplates entering into a transaction or arrangement that could benefit the private interest of a Director or Officer of Cottage Health System, 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 System. The Cottage Health System Directors have a duty to: 1.) discharge their duties to benefit the Cottage Health System and not the Directors personally 2.) disclose situations with the potential for conflict of interest with the vision and mission of Cottage Health System 3.) refrain from discussing confidential Cottage Health System business with others. Each Board member will annually complete the Cottage Health System 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/family member may have in a Board decision, the Director or Officer will disclose this to the Committee Chair for items to be discussed at Board Committees, before the Board reviews the transaction and takes action. In general, an Officer who had 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's 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 System 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 Executive Compensation Committee (ECC) of the Board of Directors meets to determine appropriate compensation for executives, including the CEO, COO, CFO, and vice presidents. All members of the ECC are independent members of the Board of Directors. The ECC 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 ECC recommends compensation for the executives to the full Board for approval. This process takes place annually for all employed officers and key employees.”

“Tax filings can be obtained upon request from the CFO. Audited Financial Statements are attached to the Form 990 in accordance with IRS instructions. The organizations bylaws and conflict of interest policies are not available to the public.”

“Change in pension liability $50,830,912; Change in fair value of interest rate swaps $11,981,816; Net assets transferred to affiliate ($18,604,065)”