| FORM 990, PART VI, SECTION A, LINE 6 |
THE SOLE STOCKHOLDER OF THE ORGANIZATION IS LUMINIS HEALTH, INC., A SECTION 501(C)(3) ENTITY THAT SERVES AS THE PARENT CORPORATION OF THE INTEGRATED HEALTH SYSTEM. |
| FORM 990, PART VI, SECTION A, LINE 7A |
THE SOLE STOCKHOLDER OF THE ORGANIZATION IS LUMINIS HEALTH, INC., A SECTION 501(C)(3) ENTITY THAT SERVES AS THE PARENT CORPORATION OF THE INTEGRATED HEALTH SYSTEM. LUMINIS HEALTH HAS THE EXPRESS POWER AND RESPONSIBILITY TO ELECT AND REMOVE THE BOARD OF DIRECTORS AND OFFICERS OF THE CORPORATION. |
| FORM 990, PART VI, SECTION A, LINE 7B |
THE SOLE STOCKHOLDER OF THE ORGANIZATION IS LUMINIS HEALTH, INC., A SECTION 501(C)(3) ENTITY THAT SERVES AS THE PARENT CORPORATION OF THE INTEGRATED HEALTH SYSTEM. LUMINIS HEALTH HAS THE EXPRESS POWER AND RESPONSIBILITY TO APPROVE CERTAIN DECISIONS OF THE BOARD OF DIRECTORS. FORM 990, PART VI, SECTION B, LINE 10A: THE POLICIES DESCRIBED IN PART VI, SECTION B, LINES 10A-16B APPLY TO PHYSICIAN ENTERPRISE, LLC AND ITS AFFILIATES AS LISTED BELOW: LUMINIS HEALTH MEDICAL GROUP, ORTHOPEDIC PHYSICIANS OF ANNAPOLIS, INC. LUMINIS HEALTH COMMUNITY CLINICS, LLC LHMG PHYSICAL THERAPY, LLC CARECONNECTNOW, LLC |
| FORM 990, PART VI, SECTION B, LINE 11B |
RESPONSIBILITY FOR THE DETAILED REVIEW OF THE FORM 990 HAS BEEN ASSIGNED TO THE AUDIT AND COMPLIANCE COMMITTEE OF LUMINIS HEALTH, INC. THE AUDIT AND COMPLIANCE COMMITTEE REVIEWS THE FORM 990 AND PROVIDES SUMMARY INFORMATION TO THE FULL BOARD. THE FORM 990 IS MADE AVAILABLE TO THE FULL BOARD FOR REVIEW PRIOR TO ITS FILING. |
| FORM 990, PART VI, SECTION B, LINE 12C |
THE ORGANIZATION REQUIRES THAT SENIOR EXECUTIVE LEADERS AND EACH MEMBER OF THE BOARD REVIEW THE ORGANIZATION'S CONFLICT OF INTEREST POLICY ON AN ANNUAL BASIS AND RETURN AN ACKNOWLEDGEMENT OF RECEIPT AND DISCLOSURE OF ANY POTENTIAL CONFLICTS OF INTEREST. SUBSEQUENT TO THE COMPLETION OF THE ANNUAL CONFLICT OF INTEREST QUESTIONNAIRE, IF A COVERED INDIVIDUAL BECOMES AWARE OF AN ACTUAL OR POTENTIAL CONFLICT OF INTEREST, THE COVERED INDIVIDUAL SHALL PROMPTLY DISCLOSE IT TO THE PRESIDENT OF LUMINIS HEALTH, INC.. IF LUMINIS HEALTH HAS REASONABLE CAUSE TO BELIEVE THAT A COVERED INDIVIDUAL HAS FAILED TO DISCLOSE A POTENTIAL CONFLICT OF INTEREST, IT SHALL INFORM THE COVERED INDIVIDUAL OF THE BASIS FOR SUCH BELIEF AND PROVIDE THE COVERED INDIVIDUAL AN OPPORTUNITY TO EXPLAIN THE ALLEGED FAILURE TO DISCLOSE. AFTER DISCLOSURE OF AN ACTUAL OR POTENTIAL CONFLICT OF INTEREST BY A MEMBER OF THE BOARD OF TRUSTEES OR AN OFFICER OR SENIOR EXECUTIVE, THE EXECUTIVE COMMITTEE OF THE LUMINIS HEALTH BOARD SHALL DECIDE IF A CONFLICT OF INTEREST EXISTS. IF THE INTERESTED PERSON IS A MEMBER OF THE EXECUTIVE COMMITTEE, AFTER ANY DISCUSSION WITH THE INTERESTED MEMBER SUCH MEMBER SHALL LEAVE THE EXECUTIVE COMMITTEE MEETING WHILE THE DETERMINATION OF A CONFLICT OF INTEREST IS DISCUSSED AND VOTED UPON. THE EXECUTIVE COMMITTEE MAY REQUEST THAT LEGAL COUNSEL OR OTHER ADVISORS ASSIST AND ADVISE THE COMMITTEE IN CONNECTION WITH THE INVESTIGATION AND DETERMINATION OF ANY CONFLICT OF INTEREST ISSUE. IF A CONFLICT OR POTENTIAL CONFLICT IS DEEMED TO EXIST, THE MEMBER MUST REMOVE HIMSELF OR HERSELF FROM THE ROOM DURING ANY DISCUSSION OF THE MATTER, REFRAIN FROM PARTICIPATING IN DISCUSSION AND VOTING UPON OR OTHER DECISION MAKING IN REGARD TO THE MATTER, AVOID USING HIS OR HER PERSONAL INFLUENCE, AVOID MAKING AN ADMINISTRATIVE DECISION ON THE MATTER, AND, IN THE CASE OF A DIRECTOR, MUST NOT BE COUNTED IN DETERMINING THE QUORUM FOR ACTION ON THE MATTER, EVEN WHERE PERMITTED BY THE BY-LAWS. IF A MORE ADVANTAGEOUS TRANSACTION OR ARRANGEMENT IS NOT REASONABLY ATTAINABLE UNDER CIRCUMSTANCES THAT WOULD NOT GIVE RISE TO A CONFLICT OF INTEREST, THE EXECUTIVE COMMITTEE SHALL DETERMINE BY A MAJORITY VOTE WHETHER THE TRANSACTION OR ARRANGEMENT IS IN THE ORGANIZATION'S BEST INTEREST AND FOR ITS OWN BENEFIT AND WHETHER THE TRANSACTION IS FAIR AND REASONABLE TO THE ORGANIZATION AND SHALL MAKE ITS DECISIONS AS TO WHETHER TO ENTER INTO THE TRANSACTION OR ARRANGEMENT IN CONFORMITY WITH SUCH DETERMINATION. IF THE EXECUTIVE COMMITTEE DETERMINES THAT THE TRANSACTION IS IN THE BEST INTEREST OF LUMINIS HEALTH, THE COMMITTEE MAY IMPOSE SUCH CONDITIONS OR REQUIREMENTS ON THE COVERED INDIVIDUAL INCLUDING, BUT NOT LIMITED TO REQUIRING THAT THE COVERED INDIVIDUAL RECUSE HER/HIMSELF FROM DELIBERATIONS AND DECISIONS RELATING TO THOSE MATTERS WHERE THE INDIVIDUAL HAS A PERSONAL INTEREST WHICH COULD CONFLICT, OR APPEAR TO CONFLICT, WITH HER/HIS DUTY OF LOYALTY TO THE BEST INTERESTS OF THE ORGANIZATION AND LUMINIS HEALTH. |
| FORM 990, PART VI, SECTION B, LINE 15 |
COMPENSATION IS DETERMINED BY REVIEWING COMPARABLE INDEPENDENT MARKET DATA. UPDATED DATA IS OBTAINED AT LEAST ONCE ANNUALLY TO ENSURE COMPENSATION REMAINS CONSISTENT WITH OVERALL MARKET TRENDS. THIS REVIEW IS PERFORMED BY THE VP OF PHYSICIAN SERVICES, WITH COMPENSATION LEVELS APPROVED BY THE PRESIDENT. LUMINIS HEALTH, INC.'S EXECUTIVE COMPENSATION COMMITTEE DETERMINES THE PRESIDENT'S AND CEO'S COMPENSATION FOLLOWING THE IRC SECTION REBUTTABLE PRESUMPTION TEST. |
| FORM 990, PART VI, SECTION C, LINE 18 |
THE FORM 990 IS AVAILABLE BY REQUEST TO THE FINANCIAL SERVICES OFFICE OR CAN BE OBTAINED ONLINE VIA WWW.GUIDESTAR.ORG. |
| FORM 990, PART VI, SECTION C, LINE 19 |
THE ORGANIZATION'S GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY AND FINANCIAL STATEMENTS ARE RETAINED IN THE FINANCE OFFICE AND ARE AVAILABLE FOR PUBLIC INSPECTION UPON REQUEST. |
| FORM 990, PART XI, LINE 9: |
TRANSFER/RECAPITALIZATION FROM AFFILIATES 29,214,912. |
| FORM 990, PAGE 12, PART XII, LINE 2C: |
THIS PROCESS HAS NOT CHANGED FROM THE PRIOR YEAR. |
Attach to Form 990 or 990-EZ.