Clarion Healthcare System Inc

“Per the by-laws of the organization, the organization shall have one corporate member, butler health system, inc. There shall be no other members.”

“Butler health system, inc., the sole corporate member of the organization, appoints 2 members of the board of trustees.”

“The following rights and powers are reserved to the sole member: a. To approve any of the directors of the corporation nominated by the corporation's board of directors; b. To remove any of the directors of the corporation, and to approve the appointment of replacement directors nominated and approved by the corporation's board of directors for the unexpired portion of their term(s); c. To approve the election, re-election and removal of all officers, including the presisdent of the corporation; d. To approve the amendment, revision or restatement of the corporation's articles of incorporation or bylaws; e. To approve the adoption or any change in the mission, purpose, philosophy or objectives of the corporation; f. To approve any change in the general structure of the corporation as a voluntary, nonprofit corporation; g. To appprove any transaction authorized by the pennsylvania entity transactions law or sale, lease, exchange or other disposition of all or substantially all of the eassets of the corporation; h. To approve the voluntary dissolution, winding up or termination of the corporation; i. To approve the strategic plan, capital plan and operating budget of the corporation; j. To approve the incurrence of any unplanned or unbudgeted committments by the corporation in excess of $250,000, either individually or in the aggregate; k. To re-approve the corporation entering into any budgeted items or agreements that have a total value or dollar committment amount greater than $500,000; l. To approve investment policies of the corporation; m. To approve the closure or relocation of a licensed healthcare facility or an existing line of business of the corporation and/or its subsidiaries; n. To approve the formation of, dissolution of, or the making of investments in subsidiary corporations, partnerships and joint ventures; o. To approve the taking of any action which would endanger the nonprofit status of the corporation or the tax exempt status of the sole member; p. To give other approvals and take other such actions as are specifically reserved for members of pennsylvania nonprofit corporations under nonprofit corporation law.”

“The completed 990 was prepared by the tax department of an external audit firm in conjunction with hospital staff and reviewed by the executive director, finance. Form 990 was provided to the butler health system audit and compliance committee and the butler health system board of trustees for review and comment. After these reviews, but prior to filing, the full butler health system board of trustees and the audit and compliance committee were notified that the final form 990 was available for review on the board's secure website.”

“The responses to the conflict of interest disclosure form are collected and reviewed annually by the chief legal counsel and the corporate compliance officer, who then reviews the same with the audit and compliance committee of the board of trustees. Conflict of interest disclosure forms are completed by all trustees, officers, committee members, members of management, employed physicians as well as the executive team. In the event a relationship results in a potential conflict for an issue being discussed by the board, the trustee recuses himself/herself from the discussion and vote. The recusal is documented in the minutes. The chief legal officer and/or corporate compliance officer attends all board meetings and ensures that any needed recusals occur.”

“The organization does not have employees. Compensation and benefits that are reported are recorded on the books of butler healthcare providers(bmh), butler medical providers (bmp), and clarion hospital, a related nonprofit corporation. Butler health system executive compensation philosophy & process: although compensated through butler healthcare providers, this philosophy and process applies to the following related nonprofit organizations: butler health system and butler medical providers. 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 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, bhs targets total compensation to fall within a range of the 25th to 75th percentile of the market. Bhs 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. It is noted that in recognition of the many stressors placed on the organization as a result of the covid-19 pandemic, including financial pressures, no base salary increases or incentive awards were paid to any executive in fy 2021.”

“Historical financial information is provided to the public at the annual public board meeting. Bylaws, articles of incorporation and the conflict of interest policy are posted on the website.”