Mount Nittany Medical Center

“As the parent entity, mount nittany health system (mnhs) has the power to appoint and remove, or approve the removal of, any and all trustees of the corporation, with the exception of ex-officio trustees.”

“Mnhs has the following powers: (a) to appoint and remove, or approve the removal of, any and all trustees of the corporation, with the exception of ex-officio trustees; (b) to approve the election of and to remove any and all officers of the corporation; (c) to develop and approve all annual operating and capital budgets of the corporation (including all amendments thereto); (d) to approve the incurrence, re-financing, or prepayment of any indebtedness of the corporation; (e) to approve the securing of any mortgage, deed of trust, pledge, security interest, or other encumbrance of the corporation; (f) except as may be involved thereafter in ordinary repairs, maintenance, and replacement, and except as may have already been approved as part of the capital budget, to approve the making of any capital expenditure or capital addition or improvement; (g) to approve all unbudgeted expenditures in excess of 1% of each such budget; (h) to approve the movement of funds to and from this corporation to the parent or other entities related to the parent; (i) to approve all strategic plans of the corporation; (j) to select the independent auditors and legal counsel of the corporation; (k) to amend or to approve amendments, alterations and modifications to or repeals of the articles of incorporation and bylaws of the corporation in accordance with section 12.1; (l) to enter into, amend, or terminate any agreement with a material third party payor of the corporation, as determined by the parent in its sole discretion; (m) to approve all amendments to articles of incorporation, mergers, consolidations, divisions, sales of substantially all assets, liquidation or dissolution of the corporation, and all other fundamental change transactions, as well as all transactions outside the ordinary course of business; (n) to establish, terminate, or withdraw from any subsidiary, joint venture, or other partnership or shared governance agreement; to enter into, amend, or terminate any agreement between the corporation and the parent; (p) to enter into, amend, or terminate an affiliation agreement with any hospital, provider, payor, or health care system; (q) to approve any material change in mission or strategic direction of the corporation; and (r) to take any other action that is reserved to the parent from time to time by the corporation's board of trustees.”

“The 990 was provided to the board of directors and to the mount nittany health system audit committee before being filed with the irs.”

“Annually, the conflict of interest policy is distributed to key members of the organization including board members, officers, and key employees. Each person must report any potential conflicts of interest. Reported conflicts are then reviewed by the corporate compliance officer and the health system's audit committee. The conflict of interest report is then submitted to the board of directors.”

“The board of directors' executive & physician compensation committee reviews compensation paid to executive management team in conjunction with an independent third party consulting firm to ensure compensation is reasonable and appropriate for duties and responsibilities assigned. The process is designed to enable the health system to attract, motivate and retain the highly skilled executive talent needed to carry out its mission and strategic objectives through the establishment of salaries, benefits, and variable pay opportunities that are reasonable, comparable with those for similar positions in similarly situated not-for-profit organizations, and reward achievement of organizational and individual objectives. The executive & physician compensation committee ensures that the board fully understands the process by which the organization's officers/key employee compensation decisions are made. The committee reviews and approves executive compensation in a manner that qualifies for the rebuttable presumption of reasonableness under the irs intermediate sanctions rules. The committee reports its activities to the board, including the specific details of compensation actions. The board has delegated to the committee the authority to make compensation decisions. The board bears the ultimate responsibility for ensuring sound decision-making in this area. Review and approval of compensation is documented via minutes of committee meetings.”

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

“Change in interest in partnership -1,318,922. Change in interest in the foundation for mnmc 3,425,676. Pension liability adjustment 19,690,945. Net periodic pension cost 1,720,566. Change in fair value of derivative 1,950,207.”