Wellspan Philhaven

“The executive committee is comprised of the four elected officers of the board, i.e., president, vice president, treasurer and secretary, and a "fifth member" elected by the board. The chief executive officer and the medical director are non-voting members of the executive committee. All voting members of the executive committee are on the board. The non-voting members are not on the board. The scope of executive committee authority includes: (1) to act on behalf of the board while that body is adjourned between meetings, subject to review by the board at its next meeting; (2) to develop a system of corporate objectives and long-range goals; (3) to recommend to the board the appointment and reappointment of medical staff members and the granting of clinical privileges to each member of the medical staff; (4) to ensure appropriate board representation at organizational strategic planning meetings.”

“Philhaven is controlled by the lancaster conference of the mennonite church. Under the bylaws of philhaven, control is exercised via certain reserve powers including the approval and appointment of members of the governing body, approval of the appointment of the chief executive officer and approval of amendments to the bylaws and articles of incorporation.”

“The lancaster mennonite conference appoints three members of the board of directors. Additionally, the lancaster mennonite conference will approve the selection of all at-large members of the board of directors.”

“The lancaster mennonite conference must approve any change to the existing by-laws.”

“The finance committee of the board of directors performs an initial review of the 990. Upon the finance committee's approval, the 990 gets distributed to all board members electronically. Each board member will then have the opportunity to review the 990 before the return's submission to the irs.”

“All members of the board of directors, employees who are directors or above, licensed professionals and independent licensed practitioners are subject to philhaven's conflict of interest policies. Philhaven requires each member of the board of directors to disclose conflicts of interests, or potential conflicts of interest, to the president of the board of directors on an annual basis. The president must disclose conflicts of interests, or potential conflicts of interest, to the full board of directors on an annual basis. If a conflict of interest is identified that has not been declared the board may declare by resolution carried by two-thirds of its members present at the meeting, that a conflict of interest exists and the member of the board thus found to be in conflict shall withdraw from the meeting or refrain from discussion or voting in relation to the matter. Upon hire and annually thereafter any employee or independent practitioner subject to the policies are required to complete a disclosure statement. Additionally philhaven's chief legal officer is required to review all contracts or agreements with other care providers or for other services to identify any conflicts of interest. Should a conflict of interest with an employee or with an agreement or contract with a third party be identified, the chief legal officer and medical director shall review the circumstances to make a decision on the appropriate action.”

“The executive committee of the board of directors shall determine and approve in advance the compensation arrangements for identified executive employees who are in a position to exercise substantial influence over philhaven's affairs. Executive employees subject to this policy include the chief executive officer and medical director. In making its determination, the executive committee shall rely upon appropriate data and information as to the comparability of compensation arrangements. Relevant factors that may be considered include, but are not limited to: 1. Compensation paid by similarly situated organizations, both taxable and tax-exempt, for functionally comparable positions; 2. Current compensation surveys conducted by independent firms(such as national association of addiction treatment (naatp/national council for community behavioral healthcare and mennonite health services (mhs) alliance; 3. Executive employee's salary history with other organizations; 4. Actual written offers from similar organizations competing for the services of the executive; and 5. Availability of similarly qualified executives in the geographic area. The executive committee's decision must be contemporaneously documented in writing. The ceo determines the compensation for the chief financial officer.”

“Any of these documents are available to the general public upon request.”