Wayne Memorial Hospital

“Business and family relationships: hugh rechner has a family relationship with christine rechner, a trustee on the wmltc board. David hoff (ceo), james pettinato (director of patient care services), and mike clifford (cfo) are compensated by wayne memorial health system, a related organization.”

“Delegate management duties: wayne memorial health system, inc., provides management over the organization through direct employment of the directors and officers of the organization. The management services provided are reimbursed to wayne memorial health system through a management fee.”

“Members or stockholders: the board shall consist of those individuals who are trustees of wayne memorial health system, a related organization. Their term of office shall coincide with their term of office on the board of wayne memorial health system. Resignation or removal from the board of wayne memorial health system shall constitute resignation or removal from the board of this corporation. The following decisions of the governing body are subject to approval by wayne memorial health system, inc.: (a) amendment of the bylaws or the articles of corporation (b) merger or consolidation with any other entity (c) dissolution and distribution of assets in connection therewith (d) election of officers of this corporation (e) adoption of investment policies and selection of investment advisors (f) investment of restricted gifts (g) selection of auditors and attorneys (h) adoption of operating and capital budgets (i) approval of fund-raising programs (j) donation or transfer of any asset with an aggregate value in excess of such amount as may be determined by the board of wayne memorial health system from time to time (k) creation of any lien or security interest in assets of the corporation (l) designation or restriction of gifts with a market value in excess of such amount as may be determined by the board of wayne memorial health system from time to time, and (m) any other matter that would require the approval of the members of a pennsylvania nonprofit corporation.”

“990 review policy: the form 990 is prepared by an independent accounting firm based on the audited financial statements and information provided by the accounting department of the organization. A copy of the form 990 will be reviewed with the resource management committee which is responsible for the financial oversight of all entities of the wayne memorial health system. A copy of the 990 will be distributed via e-mail to each board member before the return is submitted to the irs. Management will discuss any questions that any board member may have at the next full board meeting.”

“Conflict of interest policy: conflict of interest statements are completed by every board member and manager annually. Each individual is required to sign and return the statements to the administration office. The audit committee is responsible for monitoring compliance with any conflict of interest throughout the year. If a conflict arises, the person with the conflict will recuse themselves from voting and/or discussing the matter.”

“Compensation review: wayne memorial health system, inc., (and all related entities) utilizes a compensation committee of the board to set compensation of its ceo and other senior managers, including cfo, director of patient care services, director of human resources, director of facility services, director of ancillary services and the executive director of the wayne memorial health foundation. The compensation committee is made up of independent directors, who, with the assistance of a national compensation consulting firm, utilize comparable data from the marketplace, looking at such things as comparable organizations in terms of revenue, size, complexity and geographic region. The organization has adopted a philosophy of paying at the 50th percentile of the marketplace. All meetings of the compensation committee are documented and minutes are maintained of the deliberation and decision-making process. The process normally occurs in october of the year the compensation changes are granted.”

“Document disclosure: the organization makes its governing documents, conflict of interest policy, and/or financial statements available to public upon request.”

“Other program services: the organization provided grants to wayne memorial community health centers. See schedule i for more information.”

“Reconciliation of net assets: other changes in net assets are as follows: $ 951,648 change in defined benefit pension plan 250,859 change in beneficial interest in perpetual trust 139,845 transfer from affiliate 8,990 change in interest in net assets of foundation ------------ $ 1,351,342”