Susquehanna Physician Services

“UPMC Susquehanna, EIN #23-2751183, is the sole member of the governing body”

“UPMC Susquehanna, EIN # 23-2751183, may elect or remove members of the governing body.”

“All the business and affairs of the corporation shall be managed and controlled by the Board of Directors, subject to the oversight of the Member of the management and operation of the corporation, except that the following powers are reserved exclusively to the sole Member of the corporation, and no attempted exercise of any such powers by anyone other than the sole Member shall be valid or of any force or effect whatsoever. The sole member shall exercise its power through its Board of Directors. The Member shall have exclusive authority to exercise the following powers: A. To approve the appointment and removal of the President of the corporation. B. To elect and remove, with or without cause, a Director of the corporation. C. To establish the overall policy and long range plans of the corporation, determine or change the mission of the corporation, approve the programs, and services of the corporation, and monitor and maintain the philosophy, goals and purposes for which the corporation was formed and exists. D. To adopt, amend or repeal the Articles of Incorporation or the bylaws. E. To establish requirements for a unified budget, the approval of new capital debt, any increment to any existing capital debt, and/or any change in the capital debt obligations of the corporation. F. To establish requirements for the approval of the acquisition, purchase, sale, leasing outside the ordinary course of business, transfer outside the ordinary cause of business or encumbrance outside the normal course of business of land or buildings and the construction of demolition of buildings owned by the corporation. G. To require a certified audit of corporate funds at any time. H. To approve any guaranty of indebtedness of any person, the granting of any security interest in or the creation of any encumbrance on any asset of the corporation outside the ordinary course of business, or any transfer of any asset of the corporation outside the normal course of business, except transfers between or among affiliated corporations. I. To approve any merger, consolidation, organization, reorganization, joint venture or other modification of corporate structure or affiliations affecting to autonomy, governance or operations of the corporation. J. To dissolve or terminate the existence of the corporation and determine the distribution of assets upon such termination or dissolution, as provided in the bylaws. K. To appoint annually the external fiscal auditor of the corporation. L. To approve the nominees for elected officers of the Board of Directors of the corporation and to return the list of approved nominees to the Board of Directors for election. M. To remove any elected officer of the corporation. N. To approve the annual capital and operating budget of the corporation. O. To coordinate managed care plans, including decisions concerning entry into or renewal of ay contract or agreement relating thereto.”

“A high-level overview of Forms 990 is presented to the parent Board of Directors (UPMC Susquehanna, 23-2751183) before filing and complete drafts of all returns are made available to all Board members through the CEO's and CFO's office.”

“As required by law, SPS policy states that all members of the Board of Managers must sign a statement each year disclosing any conflict of interest that may arise and agree to abstain when issues involving those parties with conflicting interests are called to motion. Any conflicts of interest are reviewed by the System's attorneys.”

“The board of directors, through the Executive Committee, retains an independent outside consultant to provide guidance with respect to the annual establishment of the rebuttable presumption or reasonableness relative to executive compensation and benefits. The consultant annually provides detailed market information from its annual Executive Compensation Survey of Health Systems. In addition, other regional survey data is provided in order to supply the health system with a "national" picture of compensation. With this process established, the executive compensation committee takes the proper steps to educate the Board of Directors to understand all of the above mentioned oversight and to appropriately prepare them for community or media inquiry. In addition, the Board is made aware of the form 990 and its role in the communication of information to the public.”

“The organization makes its governing documents, conflict of interest policy, and financial statements available to the public upon request.”