Emerson Health System Inc C/O Emerson Hospital

“The completed form 990 was presented to the board of directors during a regularly scheduled meeting. Further educational sessions were offered for any board member to review the form 990 in more detail with the chief financial officer. In addition, the schedule j was reviewed in its entirety with the compensation committee.”

“The board of directors requires that all board members and senior management complete and sign the conflict of interest questionnaire annually. The ceo reviews these questionnaires and summarizes any issues that could create a conflict of interest. This summary is reviewed by the governance committee of the board of directors and is presented to the entire board annually so that all board members are aware of potential conflicts of interest and have information they can rely on if they feel an individual may have divided loyalties on a decision coming before the board of directors. The board chair is responsible for evaluating any conflict of interest and determining the treatment of the situation according to board policy.”

“The officers of the emerson health system are employed by emerson hospital. The board of directors holds the sole responsibility for establishing the compensation of emerson hospital's ceo. The compensation committee, a subcommittee of the board of directors comprised of at least three independent board members, is responsible for the review and recommendation of the ceo's compensation. This analysis includes an annual independent review of comparable institutions. The vice president of operations & chief human resources officer, acting as staff support for the committee, maintains written records on compensation and the committee's actions. Meeting minutes document the committee's decision-making process, the types of comparable data that were used to determine the fair market value for an executive's services and the nature of any decisions made so as to establish a rebuttable presumption of reasonableness for compensation for a disqualified person. The compensation committee also reviews and approves the ceo's recommendation of compensation for key employees including officers and vice presidents of emerson hospital. This analysis includes an annual independent review of comparable institutions. The vice president of operations & chief human resources officer, acting as staff support for the committee, maintains written records on compensation and the committee's actions. Meeting minutes document the committee's decision-making process, the types of comparable data that were used to determine the fair market value for an executive's services and the nature of any decisions made so as to establish a rebuttable presumption of reasonableness for compensation for a disqualified person.”

“Form 990 is available on the massachusetts attorney general's website. Forms 1023 and 990 are available upon request to the organization.”

“Emerson health system's by-laws are available on the massachusetts secretary of state's website. Conflict of interest policy and financial statements are available upon request to the organization.”