[et_pb_section fb_built=”1″ fullwidth=”on” _builder_version=”3.22″][et_pb_fullwidth_slider _builder_version=”3.16″ custom_padding=”|||” custom_padding_tablet=”|||” custom_padding_phone=”|||” box_shadow_style=”preset6″ box_shadow_blur=”10px” box_shadow_color=”rgba(0,0,0,0.1)” show_inner_shadow=”on” button_text_size__hover_enabled=”off” button_one_text_size__hover_enabled=”off” button_two_text_size__hover_enabled=”off” button_text_color__hover_enabled=”off” button_one_text_color__hover_enabled=”off” button_two_text_color__hover_enabled=”off” button_border_width__hover_enabled=”off” button_one_border_width__hover_enabled=”off” button_two_border_width__hover_enabled=”off” button_border_color__hover_enabled=”off” button_one_border_color__hover_enabled=”off” button_two_border_color__hover_enabled=”off” button_border_radius__hover_enabled=”off” button_one_border_radius__hover_enabled=”off” button_two_border_radius__hover_enabled=”off” button_letter_spacing__hover_enabled=”off” button_one_letter_spacing__hover_enabled=”off” button_two_letter_spacing__hover_enabled=”off” button_bg_color__hover_enabled=”off” button_one_bg_color__hover_enabled=”off” button_two_bg_color__hover_enabled=”off”][et_pb_slide heading=”Committee Charters” use_bg_overlay=”on” _builder_version=”3.16″ background_color=”#ffffff” background_image=”https:\/\/www.sunlinkhealth.com\/wp-content\/uploads\/2017\/06\/document-agreement-documents-sign-48195.jpeg” button_text_size__hover_enabled=”off” button_one_text_size__hover_enabled=”off” button_two_text_size__hover_enabled=”off” button_text_color__hover_enabled=”off” button_one_text_color__hover_enabled=”off” button_two_text_color__hover_enabled=”off” button_border_width__hover_enabled=”off” button_one_border_width__hover_enabled=”off” button_two_border_width__hover_enabled=”off” button_border_color__hover_enabled=”off” button_one_border_color__hover_enabled=”off” button_two_border_color__hover_enabled=”off” button_border_radius__hover_enabled=”off” button_one_border_radius__hover_enabled=”off” button_two_border_radius__hover_enabled=”off” button_letter_spacing__hover_enabled=”off” button_one_letter_spacing__hover_enabled=”off” button_two_letter_spacing__hover_enabled=”off” button_bg_color__hover_enabled=”off” button_one_bg_color__hover_enabled=”off” button_two_bg_color__hover_enabled=”off”][\/et_pb_slide][\/et_pb_fullwidth_slider][\/et_pb_section][et_pb_section fb_built=”1″ _builder_version=”3.22″][et_pb_row _builder_version=”3.25″ background_size=”initial” background_position=”top_left” background_repeat=”repeat”][et_pb_column type=”4_4″ _builder_version=”3.25″ custom_padding=”|||” custom_padding__hover=”|||”][et_pb_tabs _builder_version=”4.4.9″ hover_enabled=”0″][et_pb_tab title=”Executive” _builder_version=”3.0.51″ hover_enabled=”0″]<\/p>\n
Adopted by the Board of Directors on September 20, 2004<\/p>\n
The executive committee is empowered to exercise all of the authority of the board of directors except as to matters not delegable to a committee under the General Corporation Law of Ohio.<\/p>\n
[\/et_pb_tab][et_pb_tab title=”Strategic Planning” _builder_version=”4.4.9″ hover_enabled=”0″]<\/p>\n
Adopted by the Board of Directors on September 15, 2008<\/p>\n
\u00a0<\/strong>The purpose of the Strategy Planning Committee (the \u201cCommittee\u201d) is to assist the Board and the chief Executive Officer in its oversight of the Corporation\u2019s long-term strategy development and implementation.<\/p>\n \u00a0In addition to the powers and responsibilities expressly delegated to the Committee in this Charter, the Committee may exercise any other powers and carry out any other responsibilities delegated to it by the Board from time to time consistent with the Corporation\u2019s Code of Regulations.\u00a0 The powers and responsibilities delegated by the Board to the Committee in this Charter or otherwise shall be exercised and carried out by the Committee as it deems appropriate, and any decision made by the Committee (including any decision to exercise or refrain from exercising any of the powers delegated to the Committee hereunder) shall be at the Committee\u2019s discretion.\u00a0<\/p>\n Notwithstanding the foregoing, the Committee\u2019s responsibilities are advisory and limited to oversight.\u00a0 It is not the duty of the Committee to develop the Corporation\u2019s strategic plan or implement such plan.\u00a0 Instead, such duties remain the responsibility of the management of the Corporation, subject, however, to the general oversight responsibilities of the Board.\u00a0 Each member of the Committee shall be entitled to rely on the integrity of those persons within the Corporation and of the professionals and experts from which the Committee receives information and, absent actual knowledge to the contrary, the accuracy of the information provided to the Committee by such persons, professionals or experts.<\/p>\n \u00a0The power and authority of the Committee is subject to the provisions of the Laws of the State of Ohio, the Corporation\u2019s Articles of Incorporation and the Code of Regulations.<\/p>\n <\/p>\n \u00a0The Committee shall consist of at least two members of the Board who are independent pursuant to the rules of the American Stock Exchange (or such other exchange on the company\u2019s shares are listed).<\/p>\n \u00a0The members of the Committee, including the Chair of the Committee, shall be appointed by the Board.\u00a0 Committee members serve at the pleasure of the Board and may be removed from the Committee at any time, with or without cause, by the Board.<\/p>\n <\/p>\n \u00a0<\/strong>The Chair (or in his or her absence, a member designated by the Chair) shall preside at each meeting of the Committee and set the agendas for Committee meetings.\u00a0 The Committee shall have the authority to establish its own rules and procedures for notice and conduct of its meetings so long as they are not inconsistent with any provisions of the Corporation\u2019s Code of Regulations.<\/p>\n \u00a0The Committee shall meet as frequently as the Committee deems desirable.\u00a0 The Committee shall meet separately and may also meet periodically with management.<\/p>\n \u00a0All directors who are not members of the Committee may attend and observe meetings of the Committee, but will not be entitled to participate in discussions or deliberations absent an invitation to do so by the Committee, and in any event shall not be entitled to vote on matters coming before the Committee.\u00a0 The Committee may, at its discretion, include in its meetings members of the Corporation\u2019s management or any personnel employed or retained by the Corporation or any other persons whose presence the Committee believes to be necessary or appropriate.\u00a0 Notwithstanding the foregoing, the Committee may also exclude from its meetings any persons it deems appropriate, including, but not limited to, any director who is not a member of the Committee.<\/p>\n \u00a0The Committee may utilize the services of the Corporation\u2019s regular legal counsel or other advisors of the Corporation but, should it deem it necessary or appropriate, the Committee may retain any other experts, advisors or counsel.\u00a0 The Corporation shall provide for appropriate funding, as determined by the Committee for payment of compensation to any advisors employed by the Committee and for ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties.\u00a0 The Committee shall also have access to the Corporation\u2019s senior management, as necessary or desirable to carryout out the Committee\u2019s responsibilities.<\/p>\n \u00a0The Committee may conduct or authorize investigations into any matters within the scope of the powers and responsibilities delegated to the Committee.<\/p>\n <\/p>\n <\/p>\n <\/p>\n <\/p>\n The presence of a majority of the Committee members shall be necessary to constitute a quorum.\u00a0 The affirmative vote of a majority of the members present shall be necessary for the adoption of<\/p>\n any resolution.<\/p>\n [\/et_pb_tab][et_pb_tab title=”Audit” _builder_version=”4.4.9″ hover_enabled=”0″]<\/p>\n <\/p>\n \u00a0The primary function of the Audit Committee is to assist the Board of Directors in fulfilling its oversight responsibilities by reviewing:\u00a0 the integrity of the financial statements and other financial information provided by the Company to the Company\u2019s shareholders, the general public and the Securities and Exchange Commission (\u201cSEC\u201d); the Company\u2019s systems of internal controls regarding finance, accounting, legal and compliance that management and the Board have established; the Company\u2019s auditing, accounting and financial reporting processes generally; and the independence and performance of the Company\u2019s external auditors.<\/p>\n \u00a0<\/strong>The Audit Committee shall be comprised of at least two directors as determined by the Board, who shall meet the independence and audit committee composition requirements under any rules and regulations of the New York Stock Exchange, Section Rule 10A-3 of the Securities Exchange Act of 1934 (the \u201cExchange Act\u201d) and the rules and regulations of the SEC, as in effect from time to time.\u00a0 Each Audit Committee member shall be independent and free from any relationship that would interfere with the exercise of his or her independent judgment as a member of the Audit Committee.\u00a0 All members of the Committee shall be able to read and understand fundamental financial statements, including a company\u2019s balance sheet, income statement, and cash flow statement and shall have working familiarity with basic finance and accounting practices.\u00a0 The Committee shall include at least one member who has past employment experience in finance or accounting, requisite professional certification in accounting, or any other comparable experience or background which results in the member\u2019s financial sophistication satisfying the applicable requirements of the New York Stock Exchange, the Exchange Act and the rules and regulations of the SEC.\u00a0<\/p>\n \u00a0The members of the Committee shall be elected by the Board.\u00a0 Unless a Chair is elected by the full Board, the members of the Committee shall designate a Chair by majority vote of the full Committee membership.<\/p>\n \u00a0<\/strong>The Committee shall meet quarterly, or more frequently as circumstances dictate.\u00a0 As part of its job to foster open communication, the Committee shall meet at least annually with the management and the independent auditors in separate executive sessions to discuss any matters that the Committee or either group believes should be discussed privately.<\/p>\n \u00a0The Audit Committee is vested with all responsibilities and authority required by Rule 10A-3 under the Exchange Act.\u00a0 The Audit Committee\u2019s primary duties and responsibilities are to:<\/p>\n To fulfill its responsibilities and duties the Committee shall:<\/p>\n Documents\/Reports Review<\/u><\/strong><\/p>\n Financial Reporting Processes<\/u><\/strong><\/p>\n Related Party and Legal Compliance<\/u><\/strong><\/p>\n The Company shall provide the Audit Committee adequate funds to achieve its purpose, including any funding the Audit Committee reasonably deems appropriate, to engage the independent auditors, independent counsel or other advisers as it determines necessary to carry out its duties.<\/p>\n Management is responsible for the Company\u2019s financial reporting process including its system of internal control, and for the preparation of consolidated financial statements in accordance with generally accepted accounting principles.\u00a0 The Company\u2019s independent auditors are responsible for auditing those financial statements.\u00a0 The Audit Committee\u2019s responsibility is to monitor and review these processes.\u00a0 It is not the Audit Committee\u2019s duty or responsibility to conduct auditing or accounting reviews or procedures.\u00a0 Members of the Audit Committee do not represent themselves to be or to serve as, accountants or auditors by profession.\u00a0 Therefore, the Audit Committee expects to and will rely, without independent verification, on management\u2019s representations that the financial statements have been prepared with integrity and objectivity and in conformity with generally accepted accounting principles and on the representations of the independent auditors included in their report on the Company\u2019s financial statements.\u00a0 The Audit Committee\u2019s oversight does not provide its members with an independent basis to determine that management has maintained appropriate accounting and financial reporting principles or policies, or appropriate internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations.\u00a0 Further, the Audit Committee\u2019s considerations and discussions with management and the independent auditors do not assure that the Company\u2019s financial statements are presented in accordance with generally accepted accounting principles or, that the audit of the Company\u2019s financial statements has been carried out in accordance with generally accepted auditing standards.<\/p>\n <\/p>\n <\/p>\n [\/et_pb_tab][et_pb_tab title=”Compensation ” _builder_version=”4.4.9″ hover_enabled=”0″]<\/p>\n \u00a0<\/u><\/strong><\/p>\n The primary purpose of the Compensation Committee of the Board of Directors is: (i) to assist the Board in discharging its responsibilities with respect to compensation of the Company\u2019s executive officers; (ii) to produce a report on executive compensation for inclusion in the Company\u2019s annual proxy statement, if and as required; (iii) to provide recommendations regarding management successors; and (iv) to administer the Company\u2019s stock option and other incentive plans (in the absence of a separate Stock Option Committee).<\/p>\n The Compensation Committee shall consist of two or more directors, each of whom shall satisfy the applicable independence requirements of the American Stock Exchange (NYSE) and any other regulatory requirements.\u00a0 The Committee may form and delegate authority to subcommittees when appropriate.<\/p>\n Committee members shall be elected by resolution the Board and shall serve until their successors shall be duly elected and qualified. The Committee\u2019s chairperson shall be designated by the full Board if it elects to do so.\u00a0 Alternatively, if the Board does not designate a chairperson, the Committee members shall elect a chairperson by vote of a majority of the full Committee.<\/p>\n The Committee\u2019s chairperson shall (i) chair all meetings of the Committee; (ii) coordinate the evaluation of the performance of the Chief Executive Officer; and (iii) perform other activities requested by the other directors or as circumstances dictate.<\/p>\n The chairperson of the Compensation Committee will preside at each Committee meeting and, in consultation with the other Committee members, shall set the frequency of meetings and the agenda for each meeting. The chairperson will ensure that the agenda for each meeting is circulated in advance of the applicable meeting.<\/p>\n The Committee shall inform the Board of the actions taken or issues discussed at its meetings at the next meeting of the full Board following a committee meeting.<\/p>\n The Compensation Committee shall have the power and authority of the Board to perform and shall perform the following duties and responsibilities:<\/p>\n The Compensation Committee shall have the authority to obtain advice and seek assistance from internal and external legal, accounting, consulting and other advisors. The Committee shall determine the extent of funding necessary for the payment of fees to any consultant retained to advise the Committee.<\/p>\n The Committee shall have sole authority to retain and terminate any compensation consultant used to assist in the development and\/or analysis of the Company\u2019s compensation philosophy, or the evaluation of a director, the Chief Executive Officer or other senior executive and shall have sole authority to approve such firm\u2019s fees and other retention terms.<\/p>\n This Charter will be made available on the Company\u2019s website.<\/p>\n [\/et_pb_tab][\/et_pb_tabs][\/et_pb_column][\/et_pb_row][\/et_pb_section]<\/p>\n","protected":false},"excerpt":{"rendered":" [et_pb_section fb_built=”1″ fullwidth=”on” _builder_version=”3.22″][et_pb_fullwidth_slider _builder_version=”3.16″ custom_padding=”|||” custom_padding_tablet=”|||” custom_padding_phone=”|||” box_shadow_style=”preset6″ box_shadow_blur=”10px” box_shadow_color=”rgba(0,0,0,0.1)” show_inner_shadow=”on” button_text_size__hover_enabled=”off” button_one_text_size__hover_enabled=”off” button_two_text_size__hover_enabled=”off” button_text_color__hover_enabled=”off” button_one_text_color__hover_enabled=”off” button_two_text_color__hover_enabled=”off” button_border_width__hover_enabled=”off” button_one_border_width__hover_enabled=”off” button_two_border_width__hover_enabled=”off” button_border_color__hover_enabled=”off” button_one_border_color__hover_enabled=”off” button_two_border_color__hover_enabled=”off” button_border_radius__hover_enabled=”off” button_one_border_radius__hover_enabled=”off” button_two_border_radius__hover_enabled=”off” button_letter_spacing__hover_enabled=”off” button_one_letter_spacing__hover_enabled=”off” button_two_letter_spacing__hover_enabled=”off” button_bg_color__hover_enabled=”off” button_one_bg_color__hover_enabled=”off” button_two_bg_color__hover_enabled=”off”][et_pb_slide heading=”Committee Charters” use_bg_overlay=”on” _builder_version=”3.16″ background_color=”#ffffff” background_image=”https:\/\/www.sunlinkhealth.com\/wp-content\/uploads\/2017\/06\/document-agreement-documents-sign-48195.jpeg” button_text_size__hover_enabled=”off” button_one_text_size__hover_enabled=”off” button_two_text_size__hover_enabled=”off” button_text_color__hover_enabled=”off” button_one_text_color__hover_enabled=”off” button_two_text_color__hover_enabled=”off” button_border_width__hover_enabled=”off” button_one_border_width__hover_enabled=”off” button_two_border_width__hover_enabled=”off” button_border_color__hover_enabled=”off” button_one_border_color__hover_enabled=”off” button_two_border_color__hover_enabled=”off” button_border_radius__hover_enabled=”off” button_one_border_radius__hover_enabled=”off” button_two_border_radius__hover_enabled=”off” button_letter_spacing__hover_enabled=”off” […]<\/p>\n","protected":false},"author":1,"featured_media":0,"parent":0,"menu_order":0,"comment_status":"closed","ping_status":"closed","template":"","meta":{"_et_pb_use_builder":"on","_et_pb_old_content":"","_et_gb_content_width":""},"_links":{"self":[{"href":"https:\/\/www.sunlinkhealth.com\/index.php?rest_route=\/wp\/v2\/pages\/75"}],"collection":[{"href":"https:\/\/www.sunlinkhealth.com\/index.php?rest_route=\/wp\/v2\/pages"}],"about":[{"href":"https:\/\/www.sunlinkhealth.com\/index.php?rest_route=\/wp\/v2\/types\/page"}],"author":[{"embeddable":true,"href":"https:\/\/www.sunlinkhealth.com\/index.php?rest_route=\/wp\/v2\/users\/1"}],"replies":[{"embeddable":true,"href":"https:\/\/www.sunlinkhealth.com\/index.php?rest_route=%2Fwp%2Fv2%2Fcomments&post=75"}],"version-history":[{"count":11,"href":"https:\/\/www.sunlinkhealth.com\/index.php?rest_route=\/wp\/v2\/pages\/75\/revisions"}],"predecessor-version":[{"id":474,"href":"https:\/\/www.sunlinkhealth.com\/index.php?rest_route=\/wp\/v2\/pages\/75\/revisions\/474"}],"wp:attachment":[{"href":"https:\/\/www.sunlinkhealth.com\/index.php?rest_route=%2Fwp%2Fv2%2Fmedia&parent=75"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}\n
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Audit Committee Charter<\/h2>\n
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Compensation Committee Charter<\/h2>\n
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