Clarion Hospital

“Management duties: clarion hospital has a management contract with quorum health resources to provide management services. In addition, quorum health resources provides compensation for the hospital's ceo and cfo. The hospital reimburses quorum health resources with monthly management fees for the compensation paid and other services provided.”

“Significant changes to governing documents: during the fiscal year, the follwing significant changes were made to the organization's governing documents: - the board shall consist of nine (9) members and shall be appointed by the board of directors of clarion healthcare system, inc. - board members shall serve at the pleasure of the board of directors of clarion healthcare system, inc. Each board member shall be appointed for one three year term for a maximum of four (4), three year terms.”

“Members of the organization: the board of clarion hospital shall consist of nine (9) members and shall be appointed by the board of directors of clarion healthcare system, inc. In accordance with hospital bylaws. The board members shall be the same persons who serve as the executive committee of clarion healthcare system, inc. Which include the chairperson, vice chairperson, secretary, treasurer, former chairperson (if applicable), president & ceo (non-voting), chief of staff (with voting rights), one medical staff representative, and any other directors selected by the chairperson. Bylaws may only be amended or repealed and new bylaws adopted by the board of directors of clarion healthcare system, inc.”

“Form 990 review process: 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. Prior to filing, a draft of the return is reviewed by the cfo in detail. A final draft is then presented to the finance committee of the board of directors and the full board for review.”

“Conflict of interest policy: clarion hospital, inc. Board members are asked to complete a conflict of interest form on an annual basis. If a conflict arises, the board member with a conflict abstains from voting on any matter related to the conflict. Policy: members of the governing body shall not maintain substantial personal or business interests which conflict with those of the hospital. Procedures: all governing body members shall execute a conflict of interest statement. Members of the governing body shall not engage in the following forms of self dealings: a) the sale, exchange, or leasing of property or services between the hospital and a governing board member, his employer, or an organization substantially controlled by him on a basis less favorable to the hospital than that on which such property or service is made available to the general public. B) furnishing of goods, services, or facilities by the hospital to a governing board member, unless such furnishing is made on a basis not more favorable than that on which such goods, services, or facilities are made available to the general public or employees of the hospital. C) any transfer to or use by or for the benefit of a governing board member of the income or assets of the hospital except by purchase for fair market value. Any director, officer, employee, or committee member having an interest in a contract or other transaction presented to the board of directors or a committee thereof for authorization, approval or ratification shall give prompt, full and frank disclosure of his interest to the board or committee prior to its acting on such contract or transaction. The body to which such disclosure is made shall thereupon determine, by majority vote, whether the disclosure shows that a conflict of interest exists or can reasonably be construed to exist. If a conflict is deemed to exist, such person shall not vote on, nor use his personal influence on, nor participate (other than to present facts) in the discussions or deliberations with respect to such contract or transaction. Such person may not be counted in determining the existence of a quorum at any meeting where the contract or transaction is under discussion or is being voted upon. The minutes of the meeting shall reflect the disclosure made, the vote thereon and, where applicable, the abstention from voting and participating, and whether a quorum was present.”

“Compensation review policy: clarion hospital contracted with quorum health resources, an unrelated management company, for the services of byron quinton, ceo, and vincent lamorella, cfo. Amounts paid to quorum health resources are reported in form 990, part vii, section b, and are for services provided by the individuals as well as other services provided by the company. No compensation was reported for either individual on form 990, part vii or schedule j, part ii. Although the organization did not directly pay the compensation of the ceo or cfo during the year, the organization does have a compensation review policy in place. It shall be the policy of the board of directors to establish and maintain an executive compensation program for the president/ceo and chief financial officer which: (1) enables the board to attract and retain the executives needed to effectively carry out the mission of the organization and the policies of the board. (2) responds to market trends. (3) reflects the value of the functional demands of executive work. (4) rewards performance results. (5) is based on factors that provide for just and reasonable compensation. Compensation actions approved by the board of directors must be documented, and such documentation shall include the bases of each committee's actions and the names of the committee members involved in the actions. The documented process for determining executive compensation shall include: (1) terms of the compensation arrangements. (2) approval date. (3) names of board members who approved the compensation decisions. (4) data used in the compensation decision. (5) disclosures of conflict of interest, if any. (6) annual review of compensation records. The board of directors authorizes the human resource committee to review and recommend compensation decisions for the president/ceo. The board of directors authorizes the finance committee to review and recommend compensation decisions for the chief financial officer. Such recommendations are reported to and acted upon by the full board of directors. Guidelines for determining proposed compensation for the president/ceo and the chief financial officer (a) a review and approval of the officer's compensation shall occur initially upon hire of the officer and whenever the officer's compensation is modified. (b) annually, the human resource committee of the board of directors shall establish performance standards for the president/ceo which shall be used in determining compensation actions. The human resource committee shall have the authority to review the performance of the president/ceo and recommend a compensation adjustment, if warranted in the judgment of the committee. (c) annually, the president/ceo shall establish performance standards for the chief financial officer which shall be used in determining compensation actions. The president/ceo shall have the authority to review the performance of the chief financial officer and propose a compensation adjustment, if warranted in the judgment of the president/ceo, to the finance committee. (d) information gathered and used in compensation actions shall include: 1. Compensation paid by similar organizations. 2. Qhr will provide compensation comparability data for the position compiled by independent organizations. The data may be based on industry surveys, expert compensation studies, or other comparable data. 3. Reference to functionally comparable positions. 4. The availability of similar services in the geographic service area. Compensation was last reviewed, using the above method, in february 2011.”

“Document disclosure: governing documents, conflict of interest policy, and financial statements are made available by written request for a legitimate business purpose, as determined by top management. Requested documents will be mailed to the requestor.”

“Compensation of board members: arthur dortort, director, and thomas freenock, director, are compensated by health services of clarion, a related organization, for services as employees of that organization. Neither individual received any compensation for services as a member of the board of directors of clarion hospital.”

“Organization's mission: clarion hospital, as the community's resource for the delivery of quality-based healthcare, is committed to provide emergent, acute, transitional, and long-term medical services for the residents of clarion county and its surrounding communities. Purpose: clarion hospital exists to provide comprehensive, quality health care, appropriate to the needs of our community, in a compassionate and empathetic manner. The hospital acknowledges the importance of preventive medicine and focuses on the promotion of a healthy lifestyle for all. Every department within clarion hospital contributes an invaluable service toward the provision of quality health care from the organization as a whole. Each department exists for a specific purpose, yet no department exists solely on its own. We are all inter-dependent upon each other. Values: *we believe in being customer focused. *we believe in competency. *we believe in honesty. *we believe in caring. *we believe in commitment. *we believe in being team players. *we believe in demonstrating professionalism. *we believe in the preservation of dignity for those we serve. *we believe in maintaining confidentiality. *we believe in education and continual learning. *we believe in continual improvement. *we believe in demonstrating mutual respect for our co-workers. Vision: clarion hospital endeavors to exceed the community's healthcare expectations through the implementation of continuous quality improvements, by reassessing the community's evolving needs, by developing innovative family-oriented healthcare services, and by providing educational programs for our future healthcare providers.”

“Significant program services: the organization added a radiation oncology program during the fiscal year.”

“Number of volunteers: volunteer services of clarion hospital consists of approximately 47 volunteers who work within 25 various departments assisting employees, patients, and staff to deliver quality based healthcare. In addition, the members of the board of directors who served during the year are considered volunteers.”

“Other fees for services: $2,468,455 medical purchased services 2,220,431 rehab purchased services 1,894,943 other purchased services 515,639 physician fees 240,413 collection fees ----------- $7,339,881”

“Other changes in net assets: $(809,012) transfer to affiliates 106,814 change in interest in net assets of clarion hospital fdn (3,565) change in interest in trust ------------- $(705,763) total”