Hshs Wisconsin Medical Group Inc

“Provisions within the corporate compliance program and conflict of interest policy provide protections for whistleblower type activities.”

“Per Article 5.5 of the organization's By-Laws, the governing body delegates broad authority to an executive committee. The executive committee shall be vested with and may in its discretion exercise the full powers, duties, responsibilities, and authority of the board except where prohibited by law and subject to any limitations imposed by the Bylaws or the board of directors. As provided in the By-Laws, the executive committee shall consist of four to six members, including the chairperson of the board, the vice chairperson, the president and other members selected from among the directors by the board.”

“The sole corporate member of hshs wisconsin medical group inc. (the corporation) is hospital sisters services, inc. ("hssi"), an illinois not for profit corporation exempt from federal taxation under section 501(c)(3) of the internal revenue code.”

“Pursuant to section 2.3 of the corporation's bylaws, the organization's member, hospital sisters services, inc. ("hssi"), an illinois not for profit corporation exempt from federal taxation under section 501(c)(3) of the internal revenue code, has the right to appoint and remove the corporation's board of directors.”

“RESPONSIBILITY FOR THE POLICY AND OPERATIONS OF HSHS WISCONSIN MEDICAL GROUP, INC. (THE "CORPORATION") IS VESTED IN ITS BOARD OF DIRECTORS, EXCEPT WITH RESPECT TO SPECIFIC POWERS RESERVED IN THE CORPORATION'S BYLAWS TO THE CORPORATION'S MEMBER, WHICH IS HOSPITAL SISTERS SERVICES, INC. ("HSSI"). AN ILLINOIS NOT FOR PROFIT CORPORATION EXEMPT FROM FEDERAL TAXATION UNDER SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE. THE MEMBER OF HSSI IS HOSPITAL SISTERS HEALTH SYSTEM ("HSHS"), AN ILLINOIS NOT FOR PROFIT CORPORATION EXEMPT FROM FEDERAL TAXATION UNDER SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE. The governance and operations of the Corporation shall be subject in all respects to the Member's right to exercise the reserved powers set forth in this section (the "Reserved Powers") with respect to the Corporation and organizations of which the Corporation is either, directly or indirectly, a controlling member or controlling shareholder (the "Affiliates"). The Member shall have the exclusive right to exercise the Reserved Powers, and the Board of Directors of the Corporation shall have no power or authority over the Corporation which would in any way conflict with the Member's exclusive right to exercise the Reserved Powers. The Reserved Powers shall include all rights granted to the Member of a nonstock corporation by law and the right to: (a) Adopt, approve amendments to, or amend any statement of philosophy, mission, mission integration, or values or any name, logo, or mark of the Corporation or of any Affiliate; (b) Adopt, approve amendments to, or amend the Articles of Incorporation of the Corporation or of any Affiliate; (c) Adopt, approve amendments to, or amend the Bylaws of the Corporation or of any Affiliate; (d) Appoint and remove the Board of Directors, any one or more of the Directors of the Corporation or of any Affiliate, and the Chairperson or Chief Executive Officer of the Corporation or of any Affiliate; (e) Approve the recommendation of the Board of Directors to appoint or remove the Board of Directors, any one or more Directors of the Corporation or of any Affiliate, and the Chairperson or Chief Executive Officer of the Corporation or of any Affiliate; (f) With respect to the Corporation or any Affiliate, approve the purchase, sale, alienation, exchange, lease or encumbrance of any real property of the Corporation or of any Affiliate, which property has a value in excess of limits set from time to time by the Member; (g) Approve the operating and capital budgets of the Corporation or of any Affiliate, and any deviations by the Corporation or any Affiliate from such budgets in an amount or percentage specified by the Member from time to time; (h) Approve the strategic plan and annual goals of the Corporation or of any Affiliate; (i) Approve the sale of substantially all of the assets of the Corporation or of any Affiliate; (j) Approve the merger or dissolution of the Corporation or of any Affiliate; (k) Adopt or amend the plan for ministry education and governance for the Corporation and its Affiliates; (l) Approve the Corporation's Mission Accountability Reports and those of any Affiliate; (m) Approve the financial policies and procedures of the Corporation or of any Affiliate and approve any deviations from such policies and procedures by the Corporation or any Affiliate; (n) Adopt policies to implement the Reserved Powers of the Member; (o) Outside of the budgeting, process of the Corporation, approve or amend changes to a substantial part or all of the price list or charge master of the Corporation for patient services; (p) Approve material actions with respect to employee retirement plans sponsored by the Corporation or any Affiliate; and (q) Adopt and amend employee and independent contractor template agreements and compensation ranges, plans, policies and methodologies (including the awarding of any incentive compensation) and benefits.”

“The organization employs crowe llp to assist in the overall review and electronic submission of its form 990. Crowe llp provides guidance in identifying critical errors in the return submission and feedback on quantitative and qualitative responses. Additionally, the organization cfo performs a thorough review of the return and reviews it with the organization ceo and/or senior leaders before presenting it in its entirety to the organization's board for questioning and review prior to the return's signing and submission to the irs.”

“The organization is subject to the corporate compliance program and conflict of interest policy ("policy") of hospital sisters health system, an illinois not for profit corporation exempt from federal taxation under section 501(c)(3) of the internal revenue code. A revised corporate compliance program and conflict of interest policy have been used since january 2009 to establish the practice of managing conflicts of interest using a system-wide protocol for disclosure statements. In accordance with the organizaton's conflict of interest policy, all covered persons have a duty to comply with the conflict of interest policy for any contract, transaction, relationship, or activity contemplated, entered into, or conducted at hshs or its affiliates. The policy defines covered persons as board members, board committee members, officers, board designees, senior management, members of any committee that oversees the approval of pharmaceuticals and medical devices, and any other individual who holds a position of trust. On an annual basis, hshs discloses a copy of the conflict of interest policy (and all corresponding procedures, guidelines, forms, and tools) to all covered persons, and advises all covered persons in writing of any substantive changes to this policy and such related materials. Covered persons are required to review and complete the corresponding conflict of interest statement. The system office vice president, system responsibility or members of the audit and integrity committee ("committee") are available to answer any questions a covered person may have. In addition, if, at any time after submitting an annual conflict of interest statement, a covered person becomes aware of an interest that he or she would have had to disclose at the annual interval, the covered person is required promptly to disclose the interest to the committee using the hshs conflict of interest disclosure statement. Completed conflict of interest statements are submitted to the committee, which is responsible for identifying, assessing, and managing conflicts of interest that arise in the course of conducting the affairs of hshs and its affiliates. If the committee determines that a conflict of interest exists, the conflict of interest policy requires hshs not to engage in, or enter into, a proposed contract, transaction, relationship, arrangement, or activity unless the committee or, where necessary, the board of directors (acting through its disinterested members), has investigated alternatives to the proposed contract, transaction, relationship, arrangement, or activity and, in the absence of alternatives that are in the best interests of hshs, has determined: 1. That, regardless of whether the covered person participates in the implementation of the proposed contract, transaction, relationship, arrangement, or activity; 2. The contract, transaction, arrangement, or activity is in the best interests of hshs; 3. The contract, transaction, arrangement, or activity is fair and reasonable from the perspective of hshs; and 4. Hshs cannot obtain a more advantageous contract, transaction, arrangement, or activity with reasonable efforts under the circumstances. In determining whether a contract, transaction or arrangement is fair and reasonable to hshs, the committee shall consider, where applicable: 1. Appraisals or other independent valuations of the fair market value of the contract, transaction, or arrangement; 2. Information regarding comparable contracts, transactions, or arrangements between unrelated parties; 3. Offers from comparable competing entities; and/or 4. Studies of comparable compensation arrangements. In any case in which the committee finds, after taking the steps described above, that hshs should participate in a proposed transaction or arrangement despite the existence of a conflict of interest, the committee shall develop, implement, monitor, and enforce compliance with a conflict management plan for managing the conflict of i”

“THE COMPENSATION COMMITTEE (COMMITTEE) IS COMPRISED OF INDEPENDENT MEMBERS OF THE BOARD OF DIRECTORS. THE COMMITTEE DEVELOPS A COMPENSATION PHILOSOPHY FOR THE SYSTEM AND ALL AFFILIATES. THE COMMITTEE SELECTS AND HIRES THE INDEPENDENT COMPENSATION CONSULTANT TO DEVELOP COMPARABILITY DATA AND ADVISE THE COMMITTEE DURING ITS DELIBERATIONS REGARDING ALL ELEMENTS OF TOTAL COMPENSATION FOR ALL HSHS EXECUTIVES. SULLIVAN COTTER, THE CONSULTANTS UTILIZED BY THE COMMITTEE, USE DATA FROM MULTIPLE TAX-EXEMPT PEER GROUP SOURCES TO DETERMINE SALARY RANGES, INCENTIVE OPPORTUNITY RANGES AND BENEFITS FOR THE HSHS executives. SULLIVAN COTTER THEN ASSISTS THE COMMITTEE IN PREPARING CONTEMPORANEOUS DOCUMENTATION OF ALL ACTIONS. EACH COMMITTEE MEETING IS CONDUCTED WITH THE INTENT TO CREATE A REBUTTABLE PRESUMPTION OF REASONABLENESS FOR ALL ELEMENTS OF EXECUTIVE TOTAL COMPENSATION. THE CHAIRMAN MAKES THIS DECLARATION AND ALSO INQUIRES IF THERE ARE ANY CONFLICTS OF INTEREST BY ANY ATTENDEES. ANY CONFLICTS ARE DISCLOSED AND THE COMMITTEE THEN ACTS IN A MANNER TO AVOID ANY CONFLICTED INDIVIDUAL PARTICIPATING IN ANY MANNER WHERE A CONFLICT MIGHT EXIST. AT THE END OF THE MEETING, THE COMMITTEE PREPARES CONTEMPORANEOUS MINUTES THAT RECORD ALL ACTIONS TAKEN DURING THE MEETING.”

“Please see response to form 990, part vi, line 15a.”

“Board-approved financial statements are made available to the public upon request. The governing documents and conflict of interest policy are not made available to the general public at this time.”

“The Oakleaf Clinic, an integrated group medical practice consisting of six physician operating divisions, discontinued operations as of 3/22/24.”

“HSHS WISCONSIN MEDICAL GROUP IS AN AFFILIATE OF HOSPITAL SISTERS HEALTH SYSTEM (HSHS), A HEALTH CARE MINISTRY THAT INCLUDES 15 HOSPITALS, NUMEROUS COMMUNITY-BASED HEALTH CENTERS AND CLINICS, AND HUNDREDS OF PHYSICIAN PARTNERS ACROSS ILLINOIS AND WISCONSIN. Headquartered in Springfield, Illinois, Hospital Sisters Health System (HSHS) is a highly integrated, multi-institutional health care system comprised of 15 hospitals and more than 200 physician practice sites in Illinois and Wisconsin. HSHS is sponsored by Hospital Sisters Ministries (HSM), which is a public juridic person of the Roman Catholic Church. HSHS continues the health care ministries begun by its founders, the Hospital Sisters of St. Francis, more than 140 years ago, in rural and midsized communities throughout Illinois and Wisconsin. HSHS provides compassionate, holistic, high quality, and cost-effective health care through its acute care hospitals, physician practices, home health programs, palliative and hospice programs, and community outreach services. In addition, HSHS affiliated hospitals include critical access facilities that offer essential health services that otherwise would not be available in many communities. Our mission calls us to reveal and embody Christ's healing love for all people, and we extend our high-quality Franciscan health care ministry beyond the walls of our hospitals by providing community health improvement services with special emphasis on the poor and vulnerable. In addition to providing community health improvement services to the broader community, HSHS cares for everyone who comes to its facilities, regardless of their ability to pay. In tandem with a variety of cross sector community partners, HSHS's Community Benefit initiatives are strategically planned and professionally implemented to improve access to health care services; enhance the health of the community; advance medical or general health care knowledge; and relieve or reduce the burden of government to improve health. In FY2024, HSHS collectively provided $259.6 million in Community Benefit (8.1% of total hospital expenses). Of the total Community Benefit provided, HSHS provided $2.8 million for Financial Assistance (aka Charity Care) and $191.3 million for unreimbursed care provided as part of the Medicaid program. In addition, HSHS hospitals committed significant resources to treat Medicare patients. The cost of providing services to primarily elderly beneficiaries of the Medicare program - in excess of governmental and managed care contract payments - was $379.4 million. HSHS hospitals also recorded $72.8 million in uncollectible accounts. While HSHS does not count the latter two amounts as Community Benefit, they nonetheless reflect our commitment to serving all persons in need of care. In addition to the dollars invested in our Community Benefit programs, HSHS continues to reinvest any surplus revenue from operations and investments into new medical technology, facility infrastructure and health care services in our communities. By doing so, we ensure our ability to meet the ongoing demand for high quality, efficient and easily accessible health care.”