St Francis Medical Center

“Pursuant to the bylaws, the executive committee shall consist of the officers of the board of directors and the president of the medical staff of st. Francis medical center. The executive committee shall have the authority to bind the corporation in all matters relating to the regular business of st. Francis medical center during the period between meetings of the board, subject to any limitations imposed by the board of directors, and with understanding that all matters of major importance will be referred to the board of directors.”

“The sole corporate member of st. Francis medical center is st. Francis healthcare system of hawaii.”

“St. Francis healthcare system of hawaii, as the sole corporate member, approves the appointment of the board of directors of st. Francis medical center.”

“St. Francis healthcare system of hawaii, as the sole corporate member, has the following powers reserved to approve the following: a) any change in the philosophy, mission, and/or purpose of the corporation; b) the adoption and/or amendment of the articles of incorporation; c) the adoption and/or amendment of the bylaws; d) the appointment of directors of the board, and removal of directors with or without cause; e) appoint the president of the corporation; f) appoint the chief executive; g) approve or disapprove any sale of all or substantially all of the assets and/or services, or any merger, consolidation, reorganization, divesting transaction or any similar transaction regarding the same, plus all other ancillary transactions necessary or appropriate to consummate the same; h) the dissolution of the corporation and disposition of assets; i) the purchase, sale, lease or mortgage of real property; to approve the purchase, sale, or gift of capital assets; j) the corporation's annual budget, including budgets for operations, capital expenditures, and cash flow.”

“The form 990 and supporting workpapers were reviewed by the chief financial officer of st. Francis healthcare system of hawaii and the company's tax advisors, kmh llp. A copy of form 990 was provided to the board of directors prior to filing with the irs.”

“A conflict of interest questionnaire is completed prior to employment for all employees and directors. Conflict of interest questionnaires are reviewed by hr personnel and updated on an annual basis. After review by hr personnel, potential concerns are referred to management personnel and recommendations for resolutions of conflicts are referred to the corporate compliance steering committee. If a potential or identified conflict of interest cannot be resolved by the aforementioned committee, the matter will be referred to the organizational ethics committee for advice and recommendation.”

“The organization's governing documents, conflict of interest policy, and financial statements are provided to the general public upon request.”

“St. Francis medical center - liliha was formed for religious, charitable, scientific and educational purposes. It previously operated a hospital and related activities in the primary urban center of honolulu on the island of oahu, in the state of hawaii and such other places as the board of directors determined on the basis of basic catholic philosophy, that fostered the wellness of the community which it served and thus enable the sisters of the third franciscan order, hawaii region of syracuse, new york to fulfill its healthcare apostolate. Effective january 2007, the organization sold substantially all of its assets that were directly or indirectly related to the operation of the hospital facilities. Subsequent to the sale, the organization has been winding down its business and legal affairs.”

“ROUNDING 1.”