Ochsner Health System

“The articles of incorporation provide that no action of the board may be resolved unless a majority of the independent directors present approve the matter. Thus, even in situations where there is not an absolute majority of independent directors in office, those independent directors in office control ochsner health system's activities. The following actions require the majority approval of total members of the senior physician class, regardless of the number of senior physician class members actually voting: 1) amendments to the articles which affect the rights of sr. Physicians; 2) any change in the total number of directors, community directors, or sr. Physician directors; 3) the status of the ceo as a member of the board; and 4) changes to the supermajority requirements, which call for approval by two-third of the entire board for certain actions to be considered approved.”

“Mrs. Mestayer and Mr. Suquet - Business relationship, Mr. Hines and Mr. LeCorgne - Business relationship”

“One or more members of senior management reviews the return. The return is also reviewed by ernst & young, llp, the company's tax advisors. The audit and oversight committee of the board of directors of ochsner health system, which is comprised of independent directors, is then provided the return prior to the filing date and given the opportunity to review and discuss the returns with management/staff. The meeting to review the 2017 return was held on october 29, 2018. A copy of the return is then provided to each member of the board of directors electronically and comments are solicited from the entire board.”

“Officers, directors, trustees, and key employees of ochsner health system and its subsidiaries are required to complete a conflict of interest disclosure form annually, or within 40 days of becoming an employee, or if a current employee has a change in business circumstances not previously disclosed. The conflict of interest program administrator reviews disclosures and determines whether action is necessary or if the disclosure needs to be reviewed by the conflict of interest steering committee. The conflict of interest steering committee will make mitigation recommendations, including, but not limited to, divestiture and termination of employment. Ochsner health system requires annual certification that the relationships disclosed during a preceding calendar year are complete and accurate. In addition, employees that do not fall within the scope of the conflict of interest disclosure policy annually complete conflict of interest training in compliance with the conflict of interest policy.”

“All ceo and officer compensation and benefits arrangements, including salary and bonus incentive plans, are reviewed and approved by the executive and senior physician compensation committee of the board of directors (compensation committee). No substantive change to the compensation or benefits packages is made until committee approval is granted in accordance with intermediate sanctions guidelines. The compensation committee is without conflicts of interest and uses an independent external consultant. Appropriate data is applied to determine the comparability of fair market value pay and all actions are appropriately documented. In order to meet the requirements of the irs intermediate sanctions regulations, the compensation committee identified the "disqualified individuals" that are in a position to exercise substantial influence over the company's operations. These individuals are the members of the executive officers committee (eoc), regional medical directors, physician board members and section heads for key departments. For disqualified individuals, the compensation review also includes the cost of benefits such as the company portion of medical and dental benefits, malpractice insurance, payments for 401k matching and pension payments.”

“See pt vi ln 15a for officers and key employees. A different review process is used for physicians. Annually, the physician compensation department reviews the compensation of each employed physician. This review includes a comparison of physician salaries against national survey data for their specialty. The physician compensation department compiles the compensation data for each physician including base salary, stipends, on-call pay, etc. Each physician's compensation as well as the total work relative value units (rvus) are compared to the survey data. Compensation for other non-officer and non-physician key employees is reviewed by senior executives who take market value research into consideration when determining compensation levels.”

“All governing documents, conflict of interest policy, and financial statements are available upon written request to the corporate integrity department of ochsner clinic foundation. Forms 990 and 990-t are available upon request to the chief financial officer of ochsner clinic foundation.”

“Compensation from integrated health system many of the individuals listed in part vii and schedule j hold positions with related 501(c)(3) organizations. For each of these individuals, the compensation listed is received from the related organization, and the compensation is for the individual's role as an employee of the related organization and the integrated health system. The amount of time shown for each as "average hours per week devoted to position" consists primarily of his/her time spent on his/her role with ochsner health system. In reality, his/her time is spent on fulfilling responsibilities through their roles with the related organization and/or across all other organizations in the integrated health system, and may be more evenly distributed. The following is a list of the individuals with such circumstances, each person's title with the related organization, and the related organization that employs each individual. * vincent r adolph, md; senior physician/section head, pediatric surgery; ochsner clinic foundation * bobby c brannon; exec vp & treasurer; ochsner clinic foundation * david carmouche; sr. Vp & president-ochsner health network; ochsner clinic foundation * pedro cazabon, md; sr physician/assoc medical director, primary care, omc-jefferson hwy; ochsner clinic foundation * richard e deichmann, jr. Md; academic leader, internal medicine; ochsner clinic foundation * steven b deitelzweig, md; medical director business development and service line leader hospital medicine; ochsner clinic foundation * richard d guthrie, jr, md; chief quality officer; ochsner clinic foundation * dennis kay, md; senior physician/service line leader, department of radiology; ochsner clinic foundation * george loss, md, phd; senior physician/associate medical director and system chairman, department of surgery / chief, multi-organ transplant institute; ochsner clinic foundation * e edward martin, jr, md; reg med dir - n.s. Reg; ochsner clinic foundation * william a mcdade, md; executive vp/chief academic officer; ochsner clinic foundation * paul n page, md; physician-radiation therapy; ochsner clinic foundation * dawn pevey; system vp of services lines; ochsner health system * william w pinsky, md; former executive vp/chief academic officer; ochsner clinic foundation * dawn puente, md; reg med dir, no & comm hosp; ochsner clinic foundation * timothy l riddell md; associate medical director, family practice/medical advisor-hancock; ochsner clinic foundation * dana h smetherman, md; associate medical director, service lines, omc radiology; ochsner clinic foundation * victoria a smith, md; senior physician/associate medical director-st charles region; ochsner clinic foundation * david e taylor, md; chairman, pulmonary & critical care; ochsner clinic foundation * cristina r wheat; consultant/former chief counsel; ochsner clinic foundation * robert wolterman; chief executive officer, ochsner medical center-jefferson hwy; ochsner clinic foundation”

“Compensation of officers and average hours per week devoted to position compensation for warner thomas, michael hulefeld, scott posecai, peter november, and bobby brannon includes all compensation related to the integrated ochsner health system, which includes ochsner health system (ohs, ein 20-5296918) and ochsner clinic foundation (ocf, ein 72-0502505), both related 501(c)(3) organizations. The other member of the integrated health system are charged a portion of these amounts. The amount of time shown for mr. Thomas, mr. Hulefeld, mr. November, and mr. Posecai as "average hours per week devoted to position" on this form consists primarily of their role as an officer of the integrated health system. Additional time spent on boards, committees and through fulfilling other responsibilities as an officer of the other ochsner organizations is shown as a nominal amount, but, in reality, the time is more evenly distributed across all entities. Average hours worked for mr. Brannon is shown as a nominal amount, with the majority of his time displayed on the ochsner clinic foundation return, but, in reality, his time is more evenly distributed amongst all entities in fulfilling his duties.”

“Compensation of directors and average hours per week devoted to position those directors listed as "board member/senior physician" are compensated entirely due to their role as an employee of a member of the integrated health system. The amount of time shown for those directors listed as "board member/senior physician" as "average hours per week devoted to position" on the form 990 for ochsner clinic foundation (ein 72-0502505) consists primarily of their role as an employee of ochsner clinic foundation. Additional time spent on boards, committees and through fulfilling other responsibilities as a member of one or more boards of the varied ochsner organizations is shown as a nominal amount for ochsner health system. As a senior physician director of an integrated health system, these individuals devote their time to board activities of both 501(c)(3) members of the system to varying degrees, ochsner health system and ochsner clinic foundation. The amount of time shown for those directors listed as "community directors" for "average hours per week devoted to position" on the form 990 for ochsner clinic foundation (ein 72-0502505) includes time spent on boards, on committees and through fulfilling other responsibilities as a member of the board of varied ochsner organizations. Additional time spent on boards, committees and through fulfilling other responsibilities as a member of one or more boards of the varied ochsner organizations is shown as a nominal amount for ochsner health system. As a community director of an integrated health system, each community director devotes time to both 501(c)(3) members of the system to varying degrees, ochsner health system and ochsner clinic foundation.”

“Key employees compensated by related organizations and average hours per week devoted to position dr. David carmouche, dr. Richard guthrie, and dr. William mcdade were employed and compensated by ochsner clinic foundation (ein 72-0502505), 501(c)(3), a related organization. Their time is split between the related organization and ochsner health system, but in all other respects they meet the requirements of a key employee of ochsner health system.”

“Compensation of community directors community directors are volunteers and are not paid a stipend or other compensation for their service to ochsner as board members. The compensation of community directors that is reported consists of ochsner's payments (either directly or as reimbursement) of expenses incurred for meeting or travel expenses for the board in which the reimbursement has been determined to be taxable income.”

“Ochsner health system merged into ochsner clinic foundation, 72-0502505, a related 501(c)(3) corporation and its supported organization.”

“Merger into ochsner clinic foundation, 72-0502505, a related 501(c)(3) organization 12/31/2017 - 14222053;”

“The process regarding the committee responsible for the audit, review, or compilation of the organization's financial statements and selection of an independent accountant has not changed from the prior year.”