The Arh Foundation for Healthier

“The bylaws were revised as follows: adjusted number of board members to a range of 5-10. Adjusted quorum definition - a majority of the persons serving on the board shall constitute a quorum at all meetings of the board. Adjusted voting rights - each director shall be entitled to one vote on any issue that may properly come before any member of the board. A director shall not be permitted to vote by proxy. Adjusted president officer position - the president and chief executive officer ("ceo") of arh, inc. Shall serve as an ex officio member as the president of the board. Adjusted chairperson of the board position - removed the restriction on serving consecutive terms as chairperson. Split secretary-treasurer position into two separate positions with distinct duties.”

“The director of accounting and cfo both review the 990 prior to the board review. The board then reviews the 990 prior to filing with the irs.”

“While arh foundation has not adopted its own conflict of interest policy, it does follow appalachian regional healthcare's (arh) conflict of interest policy. Arh monitors and enforces compliance with the policy as listed below. A secure website is provided to officers and trustees for annual disclosures and is monitored regularly by the arh vice president of legal affairs and the corporate compliance officers. Potential conflicts of interest are reported directly to the chairman of the board. Trustees identified as having a conflict of interest in a particular matter before the board may not participate in the board's decision-making process. Failure to disclose is subject to discipline, including censure, and in some cases, removal from the board. Employee officers are subject to discipline in accordance with the corporation's human resource policies and the arh code of business and professional conduct.”

“The related organization, appalachian regional healthcare, inc.'s (arh) board sets compensation levels for president/ceo and other arh executives and key employees. The board contracts with a consulting firm to review the market for the positions on the system operating council who makes recommendations on the salary ranges and assesses the competitiveness of the salaries. With that information, the compensation and contracts committee set the ranges and the president's compensation. The board reviews and finalizes compensation amounts. The consulting firm follows up with a letter attesting to the reasonableness of compensation.”

“While arh has not yet adopted a policy of sharing its financial statements with the public, it does provide financial information through the form 990 and also provides certain financial information in other public documents, including its periodic reports to the communities it serves.”

“The process for overseeing and selecting independent auditors has not changed from the prior year. The organization is included in the consolidated financial statements of appalachian regional healthcare (arh). Prior to the start of the audit, arh's vice president of finance meets with the independent auditors. At the conclusion of the audit, arh's finance committee meets with the independent auditors for presentation of the financial statements. The independent auditors are selected when deemed necessary by arh's management through a formal "request for proposal" (rfp) process.”