Cedars-Sinai Marina Hospital

“Cedars-sinai medical center is the sole corporate member of cfhs holdings, inc. Doing business as cedars-sinai marina del rey hospital.”

“Cedars-sinai medical center, as the sole corporate member, elects the board of directors of cedars-sinai marina del rey hospital.”

“Reserved rights of cedars-sinai medical center, the sole corporate member of cedars-sinai marina del rey hospital ("the hospital"). The following actions must be approved or acted upon by cedars-sinai medical center before becoming effective: (a) any amendment to the articles of incorporation or bylaws of the hospital; (b) any amendment to the hospital's purpose or mission; (c) any change in the membership or membership powers of the hospital or its subsidiary; (d) hiring, electing, removing, or terminating any of the officers of the hospital; (e) removal and appointment of directors of the hospital; (f) changing the number of directors on the board of directors; (g) selection and appointment of the auditors and legal counsel of the hospital; (h) any sale or other disposition of all or a substantial portion of the assets of the hospital; (i) merger, consolidation, reorganization, divestiture, affiliation, liquidation, or dissolution; (j) borrowing money and incurring indebtedness on behalf of the hospital; (k) approving the hospital's annual operating and capital budgets; (l) declaring or consenting to the filing of proceedings to declare bankruptcy.”

“The review of the form 990 involves various management personnel, including the hospital's chief financial officer, cedars-sinai medical center's senior vice-president/chief financial officer and general counsel, and a big four accounting firm. The form 990 is presented at a board of directors' meeting allowing the entire board the opportunity to discuss the information reported.”

“The purpose of the conflicts of interest policy is to protect the interests of the hospital when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the hospital or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state laws governing conflicts of interest applicable to the hospital. Procedures: duty to disclose - in connection with any actual or possible conflict of interest, an interested person must disclose the existence of his or her financial interest and all material facts relating thereto to the directors and members of committees with board delegated powers considering the proposed transaction or arrangement. Determining whether a conflict of interest exists - after disclosure of the financial interest and all material facts relating thereto, and after any discussion thereof, the interested person shall leave the board or committee meeting while the financial interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists. Annual statements: each director, principal officer and member of a committee shall annually sign a statement which affirms that such person: a) has received a copy of the conflicts of interest policy, b) has read and understands the policy, c) has agreed to comply with the policy, and d) understands the hospital is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes. Periodic reviews: to ensure that the hospital operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, the hospital shall conduct periodic reviews of the implementation of the policy. The periodic reviews shall, at a minimum, include the following subjects: a) whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm's-length bargaining, b) whether partnerships, joint ventures, and arrangements with management organizations, if any, conform to the hospital's written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes, and do not result in inurement, impermissible private benefit, or in an excess benefit transaction. Use of outside experts: when conducting periodic reviews, the hospital may, but need not, use outside advisors. If outside advisors are used, their use shall not relieve the board of its responsibility for ensuring periodic reviews are conducted.”

“The hospital's chief executive officer is compensated by the hospital's sole corporate member, cedars-sinai medical center. The executive personnel committee of cedars-sinai medical center reviews and approves the chief executive officer's compensation. Since the hospital does not compensate its chief executive officer, the response to this question is no, in accordance with specific instructions from the internal revenue service.”

“The organization's audited consolidated financial statements are attached to its form 990. The conflict of interest policy and governing documents are not available to the public.”

“Difference in fmv and book value of noncash contribution -9,040,000.”

“The hospital's financial statements were audited on a consolidated basis with its parent for fiscal year ended june 30, 2019. The oversight of the audit was performed by its parent's audit committee.”