Westmorelandfrick Hospital Foundation

“The sole member of the corporation is excela health.”

“The sole member (excela health) has the power to appoint and remove, with or without cause, all members of the governing board of the corporation.”

“The sole member (excela health) shall have powers and voting rights to do the following: (a) appoint and remove, with or without cause, all the at-large directors of the entity; (b) approve distributions of the corporation; (c) remove, with or without cause, the chair, vice-chairs, or officers of the entity subject to any contract rights; (d) amend the corporation's organizational documents and mission statement; (e) approve each annual operating and/or capital budget and each long-range plan of the corporation; (f) approve each donee and amounts of donations or grants not included in approved budgets, and approve any deviations from approved budgets in excess of one hundred thousand dollars ($100,000); (g) approve any contract or loan obligating the corporation to expend or repay an amount in excess of one hundred thousand dollars ($100,000) which was not included in a previously approved budget; (h) approve all plans of merger, consolidation, or voluntary dissolution of the corporation or of any subsidiary organization; (i) approve the sale, lease, exchange, mortgage, pledge or other disposition of all or substantially all, the property and assets of the corporation; (j) approve the creation of new divisions, subsidiaries or controlled affiliates and joint ventures by the corporation.”

“The organization has a cpa firm prepare its form 990. The return is completed in draft form and reviewed by management of the organization. The form 990 is then provided to the board of directors for review before it is filed.”

“A web-based software program is used to administer a conflict of interest disclosure form and questionnaire annually to all board trustees, key employees and certain other directors, managers and contracted physicians. Compliance in completing the form is required at 100% for officers, trustees and key employees. The disclosures are reviewed by the compliance officer, chief legal officer and certain board committees. Additionally, the organization has a conflict of interest policy that is shared with employees, medical staff and business partners through one or more of the following methods: posting on the organization's intranet website, on the organization's public world wide website, in its policy manual and in its corporate code. Reports and subsequent findings of non-compliance result in disciplinary action through human resources, the office of medical affairs, or through company sanctions towards business partners.”

“The board of trustees recognizes the great challenges and difficulties that healthcare executives face, particularly in the current era of national and state healthcare reform. In addition, the pittsburgh regional market is highly competitive and changing rapidly. The board competes for and seeks executive talent on a national basis. It engages expert compensation consultants, utilizing national comparative data to guide the determination of competitive, appropriate levels of compensation. The executive compensation process is overseen by the executive/compensation committee of the ihs board of trustees. The committee is composed entirely of "disinterested" members with no conflicts of interest. The total compensation program for executives consists of cash compensation and benefits. Factors taken into consideration in determining compensation for executives include: market demand and competition for similar positions, experience and tenure, and actual performance and effectiveness. Based on these and other pertinent criteria, ihs targets total compensation to fall within a range of the 25th to 75th percentile of the market. Ihs executive compensation generally will not exceed the 75th percentile of the market. Exceptions to this may be subject to review and recommendation by the compensation committee, which in turn is subject to review and approval by the board of trustees. Exception must be supported by organizational and/or individual performance, or a retention/recruitment circumstance that warrants such compensation. The compensation committee consists exclusively of independent individuals with no real or perceived conflicts of interest in recommending executive compensation guidelines and levels. While benefits are accounted for in schedule j, actual "take home" pay to the executive typically consists only of base salary, and incentive award earned, if earned. Applicable taxes or other withholdings are deducted. Annual increases in base pay, if any, are based on competitive market trends from the comparison group. Supplemental retirement benefits are used as a vehicle for executive recruitment and retention with appropriate vesting periods. The board of trustees reviews and approves executive compensation in its entirety, including the use of "tally sheets", which disclose 100% executive compensation. The board of trustees engages external compensation and legal expertise to assure reasonableness of executive compensation levels.”

“The organziation makes its form 990 and form 1023 available to the public upon request.”

“At this time, the organziation does not make its governing documents, conflicts of interest policy, and financial statements available to the general public.”

“Transfer to affiliates 14,366.”

“Westmoreland/frick hospital foundation is included in the consolidated financial statements of excela health. Excela health has an audit committee that is responsible for the oversight of the audit and selection of the independent auditors. The process has not changed from prior year.”