Memorial Hermann Medical Group

“Memorial Hermann Medical Group has as its sole member Memorial Hermann Health System. Both entities are IRC Section 501(c)(3) non-profit organizations.”

“The member has the authority to annually elect the board members of the organization and to terminate and replace them at its discretion.”

“The member has approval authority over the decisions of the board for amendments to the bylaws and articles of incorporation, annual operating and capital budget, the purchase or sale of substantial assets, and the merger or dissolution of the organization.”

“The form 990 is prepared and reviewed by memorial hermann system tax department. The system tax department works with other departments throughout the organization to obtain the information needed to complete the form 990. Upon completion, the form 990 is reviewed by the organization's chief financial officer, chief accounting officer, and/or other key officers. A complete copy of the form 990 is then provided to each member of the governing body prior to filing the form 990.”

“Memorial hermann health system utilizes conflict of interest surveys and has codified its procedure in a policy. The policy is monitored by the organization's corporate compliance department through annual surveys of board members, corporate officers, management level employees, and other selected employees, physicians and vendors for all of its entities and related affiliates. In addition to responding to the survey, each recipient affirms that they have received a copy of the policy, have read and understood it, have agreed to comply with it, and understands that memorial hermann is a charitable organization who must engage in primarily tax-exempt purpose activities. The corporate compliance department, chief legal officer, and the corporate audit committee, consisting of independent board members, receive a report of all items disclosed. The audit committee chair reports the existence of any conflicts to the corporate board of directors. Memorial hermann's conflicts of interest policy requires that board members excuse themselves from discussions in which they have a conflict of interest. The policy also subjects board members to disciplinary action if they are found to have violated the policy.”

“The compensation committee of the memorial hermann board of directors retains the ultimate discretionary authority over all elements of executive compensation. The committee is comprised of individuals who are not employed by memorial hermann, and have no conflicting interests. The process for determining compensation for the organization's ceo and disqualified persons is modeled after the requirements in irc section 4958 to establish the presumption of reasonable compensation. The compensation committee reviews and approves the total remuneration for the organization's disqualified persons in advance of being paid. On an annual basis, the compensation committee engages an independent third-party executive compensation consultant who uses comparable market data from published surveys and/or forms 990 of similar organizations to perform a competitive analysis and write an opinion letter regarding the competitive position of memorial hermann's disqualified persons. The compensation committee reviews the comparability data and opinion letter, and documents its discussion and decisions in minutes that are retained with the organization's other governance materials. The analysis is performed annually and it includes the president and ceo, all executive vice presidents and senior vice presidents of the organization, as well as family members of disqualified persons who are employed by memorial hermann.”

“The articles of incorporation, corporate bylaws, conflict of interest policy and financial statements of Memorial Hermann Health System and its affiliates are generally not made available to the public. If the inquirer provided a valid reason for desiring a copy of the documents that are related to the business interests of any of the Memorial Hermann Health System corporate entities, we would consider doing so.”