Chmc Cardiovascular Surgical Foundation Incorporated

“A majority of CHMC Cardiovascular Surgical Foundation, Inc.'s (the Foundation's) board members are physicians who are not independent from the Foundation. However, the Foundation is part of an integrated delivery system with Boston Children's Hospital (the Hospital) which does have a community board. The Foundation was organized in 1982. At the time, the board was composed entirely of physicians, a board structure that was approved by the Internal Revenue Service. The Foundation has since adjusted the board structure by adding the Physicians Organization at Children's Hospital, Inc. (the PO) as a member. See Schedule O, Part VI, Questions 3, 6, 7b, and 12 for more on the PO's rights.”

“The Physicians Organization at Children's Hospital, Inc. (the PO) is the Class "C" member of CHMC Cardiovascular Surgical Foundation, Inc. (the Foundation). The PO is responsible for providing management services to the Foundation. The PO has the power to approve the independent auditor and legal counsel of the Foundation from a list of firms mutually agreed to by the PO and the Foundation which approval shall not be withheld if selected from an approved list of firms mutually agreed to by the Board and the Members (provided, further, that neither the Board nor the Members shall unreasonably withhold their approval to the addition of the new firms to the list from time to time).. The PO also has the right to review, but not to approve, the annual budgets and by-law changes of the Foundation. Lastly, Boston Children's Hospital has the right to review for compliance with applicable law, the general terms of and any modification to physician compensation and benefit plans for all physician employees of the Foundation. As a class "C" member of the Foundation, the PO attends the Foundation's annual meeting.”

“CHMC Cardiovascular Surgical Foundation, Inc. (the Foundation) has three classes of members. The Chief of the Department of Cardiac Surgery (the Department) of Boston Children's Hospital (the Hospital) is the sole Class "A" member. Any member of the Department (other than the Chief) who holds a professional staff appointment from Harvard Medical School, and who is geographically full-time at the Hospital shall be a Class "B" member. Other physicians upon recommendation from the Chief and approval from the President of the Hospital may be permitted to be Class "B" members. The Physicians Organization at Children's Hospital, Inc. is the Class "C" member of the Foundation.”

“According to the Articles of Organization, the Class "A" member is the Chief of the Department of Cardiac Surgery (the Department) of Boston Children's Hospital (the Hospital). Any other member of the Department who holds a professional staff appointment in cardiovascular surgery at the Hospital, has a full-time faculty appointment from Harvard Medical School, and who is geographically full-time at the Hospital shall be a Class "B" member. A Class "A or "B" member shall hold membership as long as he/she remains qualified for membership. Only Class "A and "B" members may vote in annual meetings or other elections, serve on the Hospital's Board of Trustees, or nominate candidates for election to the Board.”

“The Physicians Organization at Children's Hospital, Inc. (the PO) is the Class "C" member of CHMC Cardiovascular Surgical Foundation, Inc. (the Foundation). The PO is responsible for providing management services to the Foundation. The PO has the power to approve the independent auditor and legal counsel of the Foundation from a list of firms mutually agreed to by the PO and the Foundation which approval shall not be withheld if selected from an approved list of firms mutually agreed to by the Board and the Members (provided, further, that neither the Board nor the Members shall unreasonably withhold their approval to the addition of the new firms to the list from time to time). The PO also has the right to review, but not to approve, the annual budgets and by-law changes of the Foundation. Lastly, Boston Children's Hospital has the right to review for compliance with applicable laws, the general terms of any modification to the physician compensation and benefit plans for all physician employees of the Foundation. As a Class "C" member of the Foundation, the PO attends the Foundation's annual meeting.”

“The detailed review will be conducted by the President of the Foundation, Pedro J. del Nido, MD and the Treasurer, Janet Horgan. The Physicians Organization at Children's Hospital, Inc. will present the Form 990 to board members. A copy of the Form 990 will be provided to the Board prior to filing. The detailed review will be conducted before filing the return with the Internal Revenue Service.”

“In conjunction with Boston Children's Hospital, the Physicians Organization at Children's Hospital, Inc. (the PO) administers an annual conflict of interest disclosure process to all of its member Foundations which asks physicians (officers, top management, and highly compensated employees) and selected Foundation staff to disclose potential conflicts. A disclosure statement will be circulated annually to members of the PO. The audit committee shall determine those individuals (including medical staff members) who shall be required to complete the disclosure statement. The audit committee, at its discretion, may either: 1) refer any or all disclosure statements to the Board of Directors; 2) appoint an ad hoc committee to review and resolve any conflict of interest issues; or 3) review and resolve any conflict of interest personally or through a desingnee(s). Any person not receiving a disclosure statement has an affirmative obligation to disclose to the PO President, PO General Counsel, or his/her supervisor whenever he/she believes he/she has or may have a conflict of interest. Similarly, each person completing a disclosure statement has an affirmative obligation to update the statement any time circumstances change and/or he/she believes that a conflict of interest may exist. In the event a conflict of interest is found to exist, the Foundation prohibits the member from voting on any matter to which that conflict relates or otherwise influences the voting on such matter.”

“Faculty compensation must comply with the Boston Children's Hospital (the Hospital) Physician Compensation Guidelines. These guidelines are developed in consultation with an independent external compensation consulting firm and are approved by the independent Compensation Committee of the Board of Children's Medical Center Corporation and the Hospital. The guidelines set the maximum compensation limits based on a peer group analysis for CHMC Cardiovascular Foundation, Inc. (the Foundation). The maximum compensation limits are based on pediatric specialty, sub-specialty, academic rank and approved by the independent Compensation Committee of the Board of the Hospital. Annual compensation for individual faculty members is set by the President of the Foundation, reviewed and approved by the Foundation in accordance with the Foundation's compensation policies and procedures. The Foundation's President's compensation is reviewed and approved annually on a prospective basis by the Hospital's Chief Executive Officer and President/Chief Operating Officer.”

“The Foundation maintains all financial records, conflict of interest policies, and governing documents at its main office at 300 Longwood Avenue, Boston, MA 02115. The documents are available upon request.”

“Pension adjustment 1,158,205.”

“The audit process and scope has not changed from the prior year.”