Centralia Medical Services Building Association

“The sole corporate member of the corporation is ssm regional health services. Ssm regional health services is a nonprofit 501(c)(3 ) organization. Both centralia medical services building association and ssm regional health services are part of the integrated health care system known as ssm health, which operates hospitals, skilled nursing facilities and home health agencies in four states.”

“The member has the power to appoint additional, successor or replacement members and elect and remove directors.”

“The member has the following powers: a. To establish and change the mission, philosophy and values of the corporation b. To appoint additional, successor or replacement members c. To appoint and remove the appointed directors and the ex officio directors d. To appoint and remove the chief executive officer of any operating division of the corporation e. To approve the amendments to the articles of incorporation of the corporation as provided therein f. To approve amendments to the bylaws of the corporation g. To approve the merger, consolidation or dissolution of the corporation h. To approve the formation of a controlled subsidiary or a remotely controlled subsidiary i. To approve the sale of all or substantially all of the assets of the corporation j. To approve the acquisition or disposition by the corporation of another legal entity or an interest in another legal entity k. To authorize or approve the acquisition or disposition by the corporation of real property or any interest in real property l. To establish centralized employee benefits, insurance, investment, financing, corporate responsibility, performance assessment and improvement and other operational and support programs, to require the participation of the corporation in such programs, and to authorize the opening and closing of bank accounts and investment accounts in the name of the corporation in connection with such programs m. To approve the strategic, financial and human resources plan of the corporation n. To appoint the auditor and corporate counsel for the corporation o. To authorize and approve borrowing money and entering into financial guaranties by the corporation, including actions relating to the formation, joining, operation, withdrawal from and termination of a credit group or an obligation group and the granting of security interests in the property of the corporation p. To require the corporation to transfer assets, including but not limited to cash, to the member of the corporate member or to any entity exempt from federal income tax as an organization described in section 501(c)(3) of the internal revenue code of 1986, as amended, or the corresponding provision of any future united states internal revenue law, which is controlled by the member of the corporate member, to the extent necessary to accomplish the mission, goals and objectives of the member of the corporate member as determined by the member of the corporate member q. To approve the transfer of assets by the corporation to any entity other than the member of the corporate member, other than transfers made in the ordinary course of operations of the corporation which will not require corporate member approval; and r. To determine the extent to which and the manner in which the powers described in this section which are reserved to the corporate member with respect to the corporation are to be included in the governing documents of any controlled subsidiary, remotely controlled subsidiary or non-controlled subsidiary and exercised with respect to any controlled subsidiary, any remotely controlled subsidiary or any non-controlled subsidiary.”

“The organization does not have any committees with authority to act on behalf of the governing body.”

“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 at the next regularly scheduled board meeting.”

“Board members are required to complete a conflict of interest disclosure statement annually. The president and secretary of the board oversee compliance with this requirement. All board members with an identified conflict of interest abstain from board discussions and votes when applicable. Employees with purchasing authority and/or ability to influence purchasing decisions are assigned the conflict of interest disclosure course (coi) which must be completed on line. Periodically through the year, the entity's corporate responsibility contact person (with the help of the entity's learning management system coordinator) sends department managers a list of employees who have not yet completed their coi so they can remind the employees and ensure the employees have time in their schedule to complete the required course. Resolution of any conflicts that are disclosed must be documented and kept on file at the entity. Supervisors verify required course completion prior to year end.”

“A related organization utilized the following to determine compensation: (1) independent compensation consultant; (2) compensation survey or study; (3) approval by the board or compensation committee.”

“The year-end audited consolidated financial 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 illinois 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 1.”