The Milton S Hershey Medical Center

“Certain listed officers and board members also serve as officers and board members of a taxable entity.”

“Classes of members or stockholders: the filing organization's sole member is penn state health, a pennsylvania nonprofit corporation, recognized as exempt from federal taxation as a charitable entity.”

“Electing members of governing body: directors shall be elected by the sole member. Pursuant to specifications defined in the bylaws, the sole member may at any time remove, with or without cause, any member of the board of directors.”

“Decisions requiring approval by members or stockholders: pursuant to specifications defined in the bylaws the corporate members have reserved powers. Notwithstanding any other provisions of these bylaws, the sole member must approve the following items, as applicable, before they may be implemented by this corporation. The sole member shall have the authority: (a) to determine the number of and to elect and remove, with or without cause, the directors of the corporation; (b) to appoint and remove, with or without cause, and to determine the compensation of, the president; (c) to elect and remove, with or without cause, the chair and vice chair of the board, the secretary (including any assistant or associate secretary), and the treasurer (including any assistant treasurer); (d) to approve any and all amendments to the articles of incorporation or bylaws of the corporation; (e) to adopt or modify the mission, vision, or objectives of the corporation; (f) to adopt all long-range and strategic plans; (g) to approve all operating and capital budgets; (h) to approve all unbudgeted capital expenditures and all unbudgeted operating expenditures in excess of such amount as is determined by or pursuant to the policies of the sole member; (i) to approve the incurrence of debt or guarantee of indebtedness for borrowed money, or the pledge or mortgage of assets to secure the same and to establish an obligated group for financing purposes; (j) to determine annual distributions to be made to or for the benefit of the pennsylvania state university college of medicine as academic support payments; (k) to require the corporation to participate in a centralized financial and cash management system for penn state health and one or more of its controlled affiliates (the "system"); (l) to approve any donation or transfer of the corporation's assets in excess of such amount as is determined by or pursuant to the policies of the sole member, other than donations or transfers to the sole member or another entity in the system, unless authorized in the corporation's approved budget; (m) to approve and authorize additions and eliminations of clinical services of the corporation and to determine the distribution of clinical and support services across the system; (n) to approve the creation or dissolution of, investment in, or disposition of any subsidiary or joint venture and to approve any other strategic alignment or fundamental change transaction, including (i) joint operating agreements or management agreements, (ii) acquisitions, dispositions or transfers of material operations, (iii) closure of facilities, (iv) mergers, consolidations, and divisions, (v) the sale, pledging, leasing or transfer of assets with a value in excess of such amount as is determined by or pursuant to the policies of the sole member, and (vi) the liquidation or dissolution of the corporation; (o) to adopt employee benefit plans; (p) to adopt or approve the investment policies of the corporation; (q) to select and appoint auditors for, and to designate the fiscal year of, the corporation; (r) to retain counsel on behalf of and settle any litigation against the corporation; (s) to enter into system-wide agreements on behalf of the corporation; and (t) except as otherwise provided in these bylaws, to give such approvals and take such other actions as are specifically reserved to the members of a pennsylvania nonprofit corporation under the pennsylvania nonprofit corporation law of 1988, as amended (the "pennsylvania nonprofit corporation law").”

“Review of form 990 by governing body: the form 990 is prepared by an external accounting firm; it is reviewed by accounting/finance department personnel and the chief financial officer, and then distributed to all members of the board for review and comment before it is filed with the irs.”

“Conflict of interest policy: the filing organization regularly and consistently monitors and enforces compliance with its conflict of interest (coi) policies for officers, directors, and key employees (covered persons). Per the policy, no covered persons may engage in any transaction or arrangement or undertake positions with other organizations that involve a conflict of interest, except in compliance with the policy. Every covered person shall disclose all actual and potential conflicts through an annual written disclosure statement and as matters involving an actual or potential conflict arise. The board will evaluate the disclosures and the material facts relating to the transaction or arrangement giving rise to the potential conflict to determine whether they involve actual conflicts of interest and may attempt to develop alternatives to remove the conflict from the transaction or arrangement. A covered person who has an actual or potential conflict of interest shall not be present for or shall leave any portion of a meeting at which the board of directors or a committee is voting to determine whether a conflict exists, but may be present prior to the vote to make presentation to the board or committee to disclose additional facts, or to respond to questions. The filing organization may enter into a transaction or arrangement in which a covered person has an actual conflict of interest if a majority of directors who have no interest in the transaction or arrangement approve the transaction or arrangement at a board or committee meeting after determining that the transaction or arrangement is fair and reasonable to the corporation, any covered person who has a conflict with respect to the transaction or arrangement does not participate in and is not present for the vote regarding such transaction or arrangement (except that the covered person may appear at a meeting to answer questions), and if the transaction or arrangement involves compensation or other financial benefit to the covered person, the board relies on appropriate comparability data to determine reasonableness. The filing organization will document the foregoing in the minutes of board and committee meetings, as applicable. Each covered person must sign a statement that affirms that he or she has received a copy of the coi policy, has read and understands it, and has agreed to comply with it. If the board of directors has reasonable cause to believe that a covered person has failed to comply with the policy, the board may counsel the covered person regarding such failure and, if the issue is not resolved to the board's satisfaction, may consider additional corrective action, including removal from the board of directors or other position with the filing organization, as appropriate.”

“Process used to establish compensation of ceo, officers, and key employees: the board compensation committee is delegated responsibility by the board to make and recommend to the board the compensation decisions for its key executives, including the chief executive officer, chief financial officer, other officers and all disqualified persons (as defined by treasury regulations). The committee has strong governance processes in place to ensure best practices and that compensation decisions for executives are reasonable and supportive of the organization's leadership talent needs. The committee's compensation review process is structured to satisfy and comply with the requirements of the rebuttable presumption of reasonableness, under the intermediate sanction regulations (irc section 4958). 1. The committee of the board is authorized by the board of directors to review and approve all compensation (including executive benefits) arrangements. 2. The committee is comprised of directors that are free of material financial conflict with respect to the compensation being reviewed. 3. Annually, the compensation committee, engages an independent compensation consultant to conduct a total compensation analysis for the organization's executives. 4. The committee reviews and approves these compensation arrangements in advance of implementation by reviewing market comparability data provided by its independent third-party consultant and documented in comprehensive reports. 5. The committee documents its decisions, and the basis for its decisions, in a timely manner within meeting minutes. 6. The committee also receives professional opinions with respect to reasonableness from its independent compensation consultant, as such term is defined within intermediate sanctions regulations. 7. The committee reports its actions on a regular basis to the full board.”

“Required documents available to the public: the organization's conflict of interest policy and governing documents are available to the public upon request. The audited consolidated financial statements of the pennsylvania state university and its subsidiaries (which includes penn state health and its affiliates) are available at www.psu.edu.”

“Part vii and schedule j reflect certain directors and officers receiving compensation and benefits from a related organization. Please note that remuneration for directors was for services rendered as full-time employees of a related organization, not for services rendered as directors of the filing organization.”

“Pennsylvania state university (psu) is the parent of penn state health (psh), and psh is the parent of the filing organization, milton s. Hershey medical center (mshmc). -psu is a public university, a division of the commonwealth of pennsylvania, whose income is excluded under internal revenue code (irc) section 115. Psu is exempt from filing a federal form 990 because it is a state institution whose income is excluded from gross income under section 115. Psu's year of formation was 1855. -psh is exempt from federal income tax under section 501(a) of the irc as an organization described in section 501(c)(3) and further described in section 509(a)(3) (a supporting organization). Psh's year of formation was 2014. -mshmc is exempt from federal income tax under section 501(a) of the irc as an organization described in section 501(c)(3) and further described in section 509(a)(1) and 170(b)(1)(a)(iii) (a hospital). Mshmc's year of formation was 2000. In 2000, mshmc requested recognition of its exempt status as a section 501(c)(3) organization and confirmation of exemption from filing a federal form 990 because it is an affiliate of a governmental unit (i.e., psu). The internal revenue service (irs) granted such exemption in accordance with revenue procedure 95-48 which provides that affiliates of governmental units exempt from federal income tax under 501(a) are likewise exempt from filing federal form 990. Therefore, since its incorporation formation in 2000, mshmc has not filed a form 990. For the year ended june 30, 2022, mshmc management decided that there are advantages to preparing and filing a form 990 and is voluntarily choosing to do so.”

“Form 1096: form 1096 for the filing organization is processed and reported by its related organization penn state health (ein: 47-3769205).”

“Non-capital transfers to affiliates -2,999,483. Changes to restricted net assets -343,748. Capital transfers to affiliates -11,939. Contributions for purchase of property & equipment 1,067,000.”