Methodist Healthcare Foundation

“The executive committee shall consist of the chair and vicechair of the board, the president of the corporation, the methodist le bonheur healthcare representative to the board, and other members as appointed by the chair. This committee shall act as an advisory committee to the board of directors and to the other officers of the corporation except that it shall have the power to act when the board is not in session, and it shall perform such functions and duties that may be delegated to it by the board of directors, however, the executive committee may not: authorize distributions of assets; approve or recommend to the member dissolution, merger, or the sale, pledge or transfer of all or substantially all of the corporation's assets; elect, appoint or remove directors or fill vacancies on the board or on any of its committees; or take any other action contrary to the powers reserved for the members.”

“Due to the inter-connective nature of business, a few individuals on the board were identified as having business relationships with other board members. The methodist healthcare foundation director selection committee has taken great care in identifying these relationships prior to selection to ensure the integrity of board decisions are preserved and potential conflicts of interest are minimized in the future. Board members l. Kirkpatrick bobo and john pettey have a business relationship.”

“Methodist healthcare foundation is a subsidiary of methodist le bonheur healthcare (mlh, 58-1454711) with mlh as the sole member.”

“As the sole member of the organization, mlh and its board of directors elect all members of the governing body for methodist healthcare foundation.”

“The member shall from time to time adopt and promulgate such amendments, as they shall deem appropriate to the bylaws and to the general policies and guidelines of the corporation, all of which shall be consistent with the purposes of the corporation. Upon request by the board of directors and at such other times as the member may select, the member shall review the affairs of the corporation and take such action as it may deem appropriate in accordance with the bylaws. The following items, after being reviewed and adopted by the board of directors, shall be submitted to the member for approval: - in the last month of each fiscal year, a strategic plan, and a one (1) year operating budget of the corporation's ensuing fiscal year, and thereafter, any action which will result in a substantial change in the expenditures or revenue forecast in any such plans or budgets; - any sale, exchange, gift mortgage, option, lease with a term in excess of one (1) year (except to doctors for office space), or other disposition of any real property (including improvements thereon) or interest therein owned by the corporation, or any other asset or assets owned by the corporation with a value in excess of five hundred thousand dollars ($500,000), except with respect to transactions specified and previously approved within the capital or operating budgets; - any application for a government grant; - any amendment or restatement of the corporate charter or any plan of merger, consolidation or dissolution of the corporation; - any indemnification of persons by the corporation except as specified in these bylaws; - any action or inaction at variance with the stated policies of the corporation, which policies have been approved by the member; - the negotiation, implementation, non-renewal or any other action taken with respect to any management contract; - any release or cancellation by the corporation of a claim or right of action against another party in an amount in excess of five hundred thousand dollars ($500,000); - the selection of any banking institutions as a depository of corporate funds; and - any other matters as may be required by law to be submitted to the member of a not for profit corporation.”

“The form 990 is prepared by an independent accounting firm with input from human resources, legal, compliance, and finance departments and external financial consultants. Financial information is reconciled to audited financial statements as appropriate. The information to be disclosed regarding compensation is reviewed with the compensation committee of the board. The return is reviewed by the chief financial officer of mlh and management of the organization as appropriate. A copy of the return is provided to each board member via e-mail prior to filing the return.”

“Methodist le bonheur healthcare, the parent organization, employs a compliance officer who monitors and enforces compliance with the conflict of interest policy for all voting board members and applicable officers.”

“Compensation for officers and key employees of the organization is determined by the board of directors of methodist le bonheur healthcare, the parent organization. An external independent consultant advises the board compensation committee on executive salary and incentive compensation. Benefits are periodically benchmarked by a separate external consultant and any changes are approved by the board of directors compensation committee. The compensation committee is comprised of independent members and is a subgroup of the full board of directors. The compensation consultant annually develops total cash compensation comparisons of peer non-profit systems established by the compensation committee. The compensation consultant interprets the information and provides an opinion of reasonableness on the total cash compensation package. The compensation committee approves any changes to the compensation and executive benefit structure of the ceo and other top executives, otherwise known as disqualified candidates. All other compensation decisions are determined by arrangement as delegated by the board of directors. The committee documents all determinations.”

“Photocopies of the form 990 are available upon request at the organization's administrative office. In addition, recent filings of the form 990 are available online at our website in the "about us" section.”

“The organization's financial statements are audited in a consolidation with its corporate parent, methodist le bonheur healthcare, and related subsidiaries. Information on financial statements is available by contacting the organization's corporate office. Please see form 990, part vi, line 20 for details. Conflict of interest policy and governing documents for all affiliates of methodist le bonheur healthcare are also available by request.”

“The process has not changed from the prior year.”