Monroe Clinic and Hospital Foundation

“The sole member of the corporation is ssm health care of wisconsin, inc. Ssm health care of wisconsin, inc, is a nonprofit 501(c)(3) organization. Both monroe clinic and hospital foundation and ssm health care of wisconsin, inc. Are part of the integrated health care system known as ssm health.”

“Ssm health care corporation, the sole member of ssm health care of wisconsin, inc., the member of monroe clinic and hospital foundation, has the power to appoint additional, successor or replacement members and to appoint and remove the appointed directors and the ex officio directors.”

“The following powers are reserved to ssm health care corporation, the sole member of ssm health care of wisconsin, inc., the sole member of monroe clinic and hospital foundation: a) to adopt or change the mission, philosophy, and values of the corporation. B) to review the effectiveness of the corporation in fulfilling the mission, philosophy, and values of the corporation. C) to amend or repeal the articles of incorporation and bylaws which affect the reserved powers of the member. D) to fix the number of directors of this corporation, appoint the board of directors of this corporation and remove such directors at any time with or without cause. E) upon the recommendation of the board of directors, to appoint and remove, with or without cause, the president/chief executive officer of the corporation. F) to appoint additional, successor or replacement members. G) reserved. H) to approve the establishment of any new subsidiary or affiliate of the corporation. I) to approve any acquisitions, joint ventures or other corporate affiliations. J) to review and approve the strategic, long-range plan of the corporation. K) to receive and review the annual report prepared by the executive director of the corporation. L) to approve any agreement pursuant to which a third party obtains the right or obligation to manage all or substantially all of the operations of the corporation or approve any agreement pursuant to which the corporation manages any entity or institution which is not an affiliate of ssmhcc. M) to approve for this corporation, or for any corporation of which this corporation is the controlling shareholder or member, the acquisition of land or buildings, the incurrence of indebtedness or the lease, sale, transfer, assignment, or encumbrance of the assets of such corporation. N) to approve the dissolution and/or liquidation of this corporation or any corporation of which this corporation is the controlling shareholder or member or the consolidation or merger of this corporation with another corporation or entity or the closure of any institution or major ministry or work conducted by the corporation. O) to remove and appoint the secretary and treasurer of the corporation.”

“The form 990 is prepared by the tax department of the parent organization, ssm health care corporation (ssm). The form 990 is reviewed by certain members of senior management. Any questions are addressed to the tax director of ssm prior to filing the form 990 with the internal revenue service. A copy of the form 990 is provided to the board of directors prior to filing.”

“A written conflict of interest apolicy exists which requires each director, principal officer, trustee or committee member to disclose on a annual basis to the designated authority a conflict of interest disclosure statement. The designated authority ensures that all statements are completed, reviews them for conflicts, and submits to the board for review any conflict of interest disclosure statements that disclose actual or potential conflicts.”

“The organization's compensation plan is reviewed and approved at formal meetings of the compensation committee of the board of directors. The compensation committee is comprised of independent non-employee members who have no personal interest in the compensation arrangement to be reviewed and recommended by the compensation committee. The committee reviews comparable wisconsin and national compensation data and establishes base compensation at the comparable market median by the position as outlined in the compensation committee charter.additionally, the committee has authority to retain a compensation consultant to assist the committee in evaluating senior management compensation.”

“The year-end audited consolidated finance statements and unaudited quarterly consolidated financial statements for the ssm health system are made available to the public on ssm health's website. The organization's articles of incorporation are available on the wisconsin secretary of state's website. Copies of the form 990 and the organization's conflict of interest policy are available upon request.”

“All applicable 1099 and 1096 irs tax forms are reported and filed by the parent organization, ssm health care corporation, ein 46-6029223.”

“ROUNDING -2.”