Evangelical Community Hospital

“The executive committee of the board is comprised of the chairperson, the vice-chairperson of the board, the immediate past chairperson of the board, the chair of the finance committee, and the president of the medical staff. No person is eligible to serve on the executive committee in more than one capacity. In the event that any person is eligible to serve on the executive committee in more than one capacity, the chairperson shall nominate another board member to serve on the executive committee. The executive committee shall include at least one physician who is a board member. The president shall serve as an ex-officio member of the executive committee without a vote. The executive committee is empowered to act for the board in the governance of ech between regular meetings of the board, when such action is required for the timely conduct of ech business, except the following: 1) such powers as may by law or these bylaws be required to be exercised by the board; 2) such powers as the board may by resolution expressly reserve to itself; 3) the purchase or sale of real property; 4) hiring or terminating the employment of the president; 5) amending or revising the board approved budget; 6) taking any action which is a "fundamental change" within the meaning of chapter 59 of the nonprofit corporation law of 1988 (or any similar successor statute); 7) the borrowing of money; and 8) commitments or expenditures greater than $500,000.”

“A full copy of the form 990 was reviewed by the audit committee of the board during an audit committee meeting prior to filing. They have the opportunuity to ask questions and changes can be made as a result if necessary before the return is filed. A full copy of the 990 is then made available to all board members before filing with the irs.”

“A conflict of interest statement is required to be signed annually by all voting board members, upper management, and key employees. The human resources (hr) department monitors compliance with the conflict of interest policy by verifying all forms are completed and signed. Hr maintains copies of all completed conflict of interest statements. Members with conflicts are required to abstain from voting or being a part of active discussions where they are in direct conflict. Anyone in violation of the conflict of interest policy is asked to step down from the board.”

“The board's executive compensation committee, which is composed solely of independent members of the board, has adopted and follows a process for reviewing and determining the compensation of the ceo and the executive management team. The executive management team consists of the following positions: executive vice president/chief operating officer, senior vice president/chief financial officer, vice president of medical affairs, chief nursing officer/vice president of patient care services, chief information officer, vice president of people & culture, vice president of physician & clinic practices, vice president clinical operations, associate vice president/chief development officer, associate vice president surgical services, associate vice president quality, safety and risk, associate vice president nursing, controller, associate vice president revenue cycle, avp surgical group and practice operations, associate vice president medicine group and practice operations, associate vice president associate vice president, support services and capital planning. The committee has engaged an independent compensation consultant to provide information and advice to the committee, including but not limited to, providing independent compensation comparability data for functionally comparable positions in similarly situated hospitals. The data is provided on an annual basis and is reviewed by the committee, along with other information, prior to approving any changes to compensation. The independence of the committee's members is reviewed and verified prior to the start of the annual compensation review process. Should a conflict present, those individuals with actual or perceived conflicts abstain from voting until such time as the conflict can be resolved or a replacement member is appointed to the committee. The committee's deliberations and decisions are guided by a written compensation philosophy and documented through written minutes taken during each meeting. The minutes include, among other things, the written materials distributed or presented during the meeting and the specific decisions taken at the meeting. The last review took place in 2023.”

“Governing documents, conflict of interest policy, and financial statements are made available to the public upon request.”

“Transfers to affiliates -55,403,596. Postretirement benefit liability adjustment -134,391. Change in value of split interest agreement 9,220. Valuation gain 326,854.”