Illinois Hospital Research & Educational

“Illinois health and hospital association, a related entity, is the employer of the following officers and directors of the entity: terri l. Allen, karen harris, jean kirkel, and arthur j. Wilhelmi. The entity's board is comprised of individuals who are not employed by the entity, but who are employed by and/or hold a board and/or officer position with an illinois hospital that conducts a transaction(s) with the hospital's business on the same terms as are generally offered to other members of the entity's parent, iha. The entity's board is comprised of the following individuals who are also on the board(s) or an officer of one or more related organizations: terri l. Allen, karen harris, and arthur j. Wilhelmi. The entity's following officers are individuals who are also on the board(s) or an officer of one or more related organizations: jean kirkel, terri l. Allen, karen harris, and arthur j. Wilhelmi.”

“The foundation has one member, the illinois health and hospital association (iha).”

“The member has the power to appoint all directors of the organization and the power to remove officers and directors.”

“The member shall have the following rights and obligations: (a) to approve all amendments to the corporation's articles of incorporation or bylaws; (b) to appoint and remove the directors of the corporation; (c) to appoint and remove the board chair, president, secretary, and treasurer of the corporation; (d) to take action with regard to each annual operating and capital budget of the corporation before expenditures may be made from the operating and capital budget; (e) to approve each long-range plan of the corporation before expenditures may be made; (f) to approve any indebtedness of the corporation which was not included in the annual budget and which exceeds 10% of the approved budget; (g) to approve any expenditure or investment of the corporation which exceeds 10% of the approved budget; (h) to approve any plan of merger or consolidation; (i) to approve a voluntary partial or total dissolution of the corporation; (j) to approve the sale, lease, exchange, mortgage, pledge, or other disposition of all or substantially all of the property and assets of the corporation; (k) to approve the creation of controlled or owned subsidiaries or affiliates by the corporation; (l) to approve, initiate, or implement the selection or use of auditors and/or legal counsel, accounting policies, compensation policies, and other operational policies of the corporation; and (m) to establish compensation, if any, of directors and officers for services to the corporation as directors and officers, irrespective of any personal interest.”

“With assistance from the legal department of iha, the information needed to prepare the foundation's form 990 is prepared by the finance staff of the foundation's parent, illinois health and hospital association (iha). The form is then prepared and reviewed by the association's outside tax advisors, rsm us llp. After rsm's review, the form is further reviewed by the association's chief accounting officer. Each board member receives a copy of the form before it is filed with the internal revenue service.”

“Conflict of interest disclosure forms are reviewed, completed and signed by board members and officers of the entity. These are reviewed by human resources staff and senior management. When a director or officer is aware of a conflict or potential conflict of interest for himself/herself or a family member, the director or officer must disclose it to the board or the compliance officer of illinois health and hospital association. After disclosure of a potential conflict of interest, the remaining board members or officers, as the case may be, would decide if a conflict exists. If a conflict is deemed to exist, that board member or officer, as the case may be, is not allowed to vote on the matter.”

“The compensation committee of illinois health and hospital association, a related entity, comprised of the executive committee of the board of trustees, is responsible for reviewing and approving the compensation of the ceo, other officers and key employees. An independent compensation consultant, as well as compensation studies of other similar organizations are utilized in the process. The compensation committee documents all compensation decisions on an annual basis.”

“Illinois hospital research and educational foundation makes its governing documents, conflict of interest policy, and financial statements available upon request.”

“The trustees of ihref are employees of the illinois health and hospital association. Approximately 5% of each individuals time is devoted to the activities of the foundation, for which the association receives no reimbursement.”