Continuecare Hospital at Baptist Health LLC

“The organization follows the compensation policy of community hospital corporation (chc). Chc engaged sullivan cotter to conduct competitive market analysis of the compensation of chc's top management officials, officers, directors and key employees. Sullivan cotter gathered data related to job descriptions, scope of responsibilities and current incumbents compensation. Sullivan cotter recommended appropriate comparison data and utilized survey data from four major executive compensation survey providers to provide market data and executive compensation recommendations that meet chc's compensation philosophy. Sullivan cotter's recommendations were presented to the chc compensation committee of the board for review and approval. Chc also conducts periodic reviews of compensation to determine whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm's length bargaining. The organization followed the process for the year ended 6-30-24 for its officers, directors, trustees and key employees and other management officials. This process is performed each year prior to the annual employee evaluation process, which ends on october 1st of each year.”

“Chc community care, llc provides certain financial, technical and managerial support services to the hospital.”

“The sole shareholder of continuecare hospital at baptist health llc is chc community care, llc ('ccc').”

“The sole shareholder shall maintain a minority voting interest of the board of directors. The board of managers shall be comprised of six voting members, 1 from chc, 1 from its cooperative partner, baptist health, and four community members. Each voting member carries equal weight and consideration when taking any official board action.”

“The board of directors may recommend, but shall not, without express written consent of the sole member, have the power to take any of the following actions: 1. Any fundamental change in the mission of philosophy of the hospital 2. The incurrence of debt, including without limitation, borrowings, guarantees, loans, encumbrances, operating leases, purchase of lease of real estate, and capital leases 3. Any merger or consolidation to which the hospital is a party 4. The sale or disposition of all or substantially all of the assets of the hospital 5. Policy changes pertaining to charity care 6. Appointment and removal of corporate directors 7. Any release or cancellation of individual claims in excess of $25,000”

“There were no committees of the governing body.”

“The detailed review of the form 990 is conducted by the hospital's management following the preparation and review of the return by the organization's paid preparer. An electronic copy of the final form 990 is emailed to each board member prior to filing with the irs.”

“The organization follows the conflict of interest disclosure process adopted by its sole member, chc community care, llc, which in turn follows the conflict of interest disclosure process administered by its parent, community health corporation, which requires all officers, directors, key employees, highly compensated employees and other management officials ('covered persons') to disclose potential conflicts. The organization's board formally adopted chc's conflict of interest policy for year ended 6-30-14. Pursuant to the policy, a disclosure statement is circulated annually to covered persons in which the individual must disclose transactions that may result in a conflict. Covered persons are also encouraged to notify the board, appropriate management personnel, chief compliance officer, general counsel or the audit and compliance committee of the governing body as necessary. When necessary, the board chair or appropriate board committee may appoint a disinterested person or committee to investigate the potential conflict of interest and recommend alternatives to the applicable transaction or arrangement or otherwise determine if the conflict can be resolved. If a more advantageous transaction or arrangement is not reasonably possible under the circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the best interest of the organization, and whether it is reasonable. The governing board or committee makes the decision as to whether to enter into the transaction or arrangement. Any member of the board operating under a conflict is not permitted to be present or otherwise participate in the vote on any matter to which the conflict relates. If the governing board or committee of the organization has reasonable cause to believe that a covered person has failed to disclose an actual or possible conflict of interest and after investigation the board or committee determines that the covered person failed to disclose a conflict of interest, the organization takes appropriate disciplinary or corrective action, which may include, termination of the individual's membership, employment or contract.”

“The organization makes its governing documents, financial statements and conflict of interest policy available at its business office upon request.”

“PURCHASED SERVICES - MEDICAL - Total Expense: 2033216, Program Service Expense: 2033216, Management and General Expenses: , Fundraising Expenses: ; PURCHASED SERVICES - IT - Total Expense: 132391, Program Service Expense: 132391, Management and General Expenses: , Fundraising Expenses: ; PURCHASED SERVICES - DATA/ADMI - Total Expense: 51584, Program Service Expense: , Management and General Expenses: 51584, Fundraising Expenses: ;”

“Distributions to members - -1447501;”

“Continuecare hospital at baptist health llc does business as continuecare hospital at baptist health corbin.”