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.”

“Memorial Hermann Medical Group PROVIDES A COPY OF THE FORM 990 TO ALL MEMBERS OF THE GOVERNING BODY VIA A WEBSITE SET UP SPECIFICALLY FOR BOARD MEMBERS TO ACCESS VARIOUS BOARD MEMBER DOCUMENTS. THE FORM 990 IS REVIEWED BY MEMORIAL HERMANN System Tax STAFF, SPECIFIC DEPARTMENTS INVOLVED IN RELATED SECTIONS OF THE RETURN, the Memorial Hermann System Tax Director, the Memorial Hermann vice president of finance, THE MEMORIAL HERMANN CHIEF ACCOUNTING OFFICER, and with the governing board PRIOR TO FILING Form 990.”

“Memorial Hermann Medical Group utilizes a conflict of interest survey and has codified its procedure in a policy. The policy is monitored by our 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, has read and understood it, has agreed to comply with it, and understands that Memorial Hermann is a charitable organization that 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.”

“Memorial Hermann Medical Group (MHMG) has established communication channels to report problems and concerns including a telephone Helpline. Employee partners are encouraged to report problems or concerns either anonymously or in confidence via the Helpline when they deem appropriate. The Helpline establishes an avenue for employee partners or interested parties to report suspected criminal activity, and illegal or unethical conduct occurring within the organization in the event other resolution channels are ineffective or the caller wishes to remain anonymous. The Corporate Compliance Helpline is administered by an outside service in order to protect the anonymity of callers to the Helpline if they so desire to remain anonymous. All those who are employed in the Helpline operation or contracted organizations administering the Helpline are expected to act with utmost discretion and integrity in assuring that information received is acted upon in a reasonable and proper manner. MHMG has established a strict non-retaliation policy to protect, from retaliation, employee partners and others who report problems and concerns in good faith. There shall be no retaliation against a MHMG employee, independent contractor, vendor, allied health professional or medical staff member for reporting or raising a question regarding MHMG's compliance with a law or regulation. Those reporting suspected non-compliance who wish to remain anonymous may do so if they so choose. All reports of suspected non-compliance will be addressed in a confidential manner. The Corporate Compliance Officer or designee will always strive to maintain confidentiality during the compliance review and investigation process; however there may be a point where the identity of a reporter may need to be revealed where appropriate.”

“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 organizations 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 Hermanns 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 was last performed in 2017 and it included the President & 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.”

“Memorial Hermann Medical group does not have its financial accounts separately audited nor receive audited financial statements. For the consolidated entities of the Memorial Hermann Health System and its affiliates an independent audit is conducted and audited financial statements are prepared according to GAAP by an independent accounting firm, of which the financial accounts of The Medical Group is a part.”

“Memorial Hermann Health System has independent committees for audits, governance, and compensation which perform their respective functions on a consolidated basis for all corporate entities. The audit committee hires the independent accountants and oversees all audits that are conducted within all affiliated entities for financial information, grants and awards, and qualified plans.”