Methodist Healthcare Foundation

“The executive committee shall consist of the chair and vice chair 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.”

“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.”

“About methodist le bonheur healthcare methodist le bonheur healthcare (mlh) has served the memphis and mid-south region for more than 100 years. Our four adult hospitals are located across the city, and are part of the communities they serve. Our children's hospital is the region's only comprehensive pediatric hospital. Our physicians, nurses and other clinicians live in the communities that they serve and provide expert care inside the hospitals and preventative services in their neighborhoods. Our organization is committed to improving the health and well-being of the communities we serve, providing uncompensated care, charitable contributions to other community organizations and community outreach. We employ 250 health care professionals to address community needs as they relate to four major areas: access to services, risk reduction, child development and effective parenting and chronic illness management and prevention. Examples include programs that offer free or discounted prescription drugs, non-billed, in-home services, in-home equipment, transportation vouchers, childbirth classes and a variety of health fairs all aimed at keeping our communities healthy. Mlh has received regional and national recognition for the care it provides. Methodist adult hospitals in the memphis area, which include methodist university, methodist le bonheur germantown, methodist north and methodist south, are ranked as a top hospital in the region by u.s. News & world report. Methodist olive branch hospital in north mississippi is a cms 4-star hospital, the only hospital in the region to be so recognized for both quality and patient experience. Le bonheur children's hospital has been named a "best children's hospital" by u.s. News & world report for eleven/11 consecutive years. Le bonheur provides outpatient services in west tennessee, northern mississippi and eastern arkansas to ensure children there have access to expert pediatric care. Le bonheur is also a level 1 pediatric trauma center, and serves as the region's primary source for pediatric trauma care and trauma education for regional providers. Methodist also serves the community with diagnostic care facilities in the communities we serve and one hospice facility committed to caring for our patients at end-of-life. We are also an economic driver for the community, contributing $5 billion to the memphis-area economy. Mlh employs more than 10,600 associates and has a medical staff of more than 2,400 providers, making it the second-largest private employer in shelby county. Methodist university hospital is a primary teaching hospital for the university of tennessee health science center and le bonheur children's serves as the primary teaching affiliate for the university, training hundreds of pediatricians and specialists each year. Our researchers are working to find new solutions to chronic disease that affects our population especially including new treatments for diabetes and asthma. We also have significant partnerships with st. Jude children's research hospital and the university of memphis to extend our research and teaching capabilities.”

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