Union Associated Physicians Clinic LLC

“Union associated physicians clinic has two members, union hospital inc. And union health systems, which are indiana nonprofit, tax exempt corporations.”

“Union health systems and union hospital, inc. Are the parent corporations and members of union associated physicians clinic, llc. The members have the right to elect the directors of this company and remove, with or without cause, any director of this company prior to expiration of the director's term. The members have the right to fill any vacancy for the office of voting director.”

“Powers reserved to members: a) approve the mission, vision and values statements for the company, b) make and approve changes to the governing documents of the company with the favorable vote of system board members representing more than seventy-five (75%) of the system board positions inclusive of vacancies, c) approve the incurrence of debt of the company in accordance with system policies, d) approve the sale, transfer or substantial change in use of all or substantially all of the assets of the company and divestiture, dissolution, closure, merger, consolidation, change in company membership or ownership, or other reorganization of the company provided such action has been approved by system board members comprising more than seventy-five (75%) of the system board positions inclusive of vacancies, e) approve the formation of a company subsidiary organization, and the sale, transfer or substantial change in use of all or substantially all of the assets of a company subsidiary organization, or the divestiture, dissolution, closure, merger, consolidation or change in corporate membership or ownership of a company subsidiary organization, f) approve the transfer or encumbrance of the assets of the company in accordance with system policies provided that the transfer of assets except in connection with system borrowing will require the favorable vote of system board members comprising more than seventy-five (75%) of the system board positions inclusive of vacancies, g) approve the annual operating budget, capital plan, strategic plan, and business plan for the company, h) approve any transactions of the company having an individual cost greater than $250,000 or an aggregate cost greater than $500,000 which are not otherwise included in the company's operating or capital budgets, as approved, amended or modified from time to time by uhs, i) resolve any issues between the company and any subsidiary organization as to participation, or failure to participate, in specific managed care agreements and the terms thereof, and j) approve any management agreement for the management of all or any substantial party of the company's operations.”

“The process of reviewing the form 990 entails a detailed review of the form 990 by the organization's management. The governing body reviews and approves the form 990 and the final form 990 including requested schedules, as ultimately filed with the irs, are provided to each voting member of the organization's governing body.”

“The organization follows union hospital's policies and procedures including the conflict of interest policy. The written conflict of interest policy is regularly and consistently monitored and compliance enforced by the corporate compliance officer. The scope of this policy includes directors, officers, management, and employees. The policy is in place to avoid personal interests that conflict, or may appear to conflict, with the best interests of union and its affiliates and the communities they serve. The covered persons are to refrain from personal interests, direct or indirect with any third parties. It is the responsibility of officers, management, and employees to scrutinize their transactions and outside business interests and relationships for potential conflicts and to immediately make such disclosures and act accordingly. A self-disclosure from covered persons to the corporate compliance officer is required on any potential conflicts of interest. The covered persons are to refrain from participating in any deliberation or decisions on such transactions. The conflicts disclosed are reviewed and resolved by the corporate compliance officer.”

“The process for determining compensation of sr. Executive or sr. Administrative positions includes a subcommittee of the board of directors' executive committee consisting of independent board members whose responsibility includes such review, including review of the ceo's compensation. They gather information and follow the steps set forth below and in turn submit to the full board of directors the recommendations in terms of compensation and benefits for the ceo and sr. Management. A subcommittee of the board of directors' executive committee consists of individuals who are independent and disinterested board members. The ceo is excused from the meeting when his/her compensation/benefits are reviewed both at the committee level and the board level. The steps include: 1. The executive/compensation subcommittee instructs the vp of human resources to retain an outside independent consultant to (1) provide the committee with information, and (2) to review the actions and compensation/benefits to be sure that there is not excessive compensation. The consultant that has been used the past several years is sullivan cotter & associates, inc. Under the process, sullivan cotter first is provided with the names and job descriptions for the sr. Management team that is being evaluated. The independent advisor then submits to the executive/compensation subcommittee comparable information, specifically: > four (4) commercially available executive health care compensation surveys prepared by independent firms, were referenced to obtain market data for this review: - integrated healthcare strategies: 2018 healthcare executive compensation survey - advisory board benchmark data 2018 survey - indiana hospital & health association: 2018 compensation survey report - sullivan cotter & associates: 2018 survey of manager and executive compensation in hospitals and health systems > market data reflecting functionally-comparable positions were obtained for all ten executive positions > data were abstracted for comparably-sized organizations as measured by net revenue > the data reported represented the 50th, 75th, and 90th percentiles of base salary and total cash compensation (base salary plus actual annual incentive - abbreviated tcc) > regional market data were also collected from the published compensation surveys as well as a special cut of the following indiana hospitals from sullivan cotter's 2018 survey of manager and executive compensation in hospitals and health systems: - ball memorial hospital - reid hospital & health care services - bloomington hospital - riley hospital for children - elkhart general hospital - saint john's health system - good samaritan hospital - saint joseph regional medical center - memorial hospital of south bend - saint mary's medical center - methodist hospitals - terre haute regional hospital - parkview hospital > that data was also reported with national average, regional average and indiana average. 2. The executive/compensation subcommittee of union hospital's board of directors takes the data provided by the independent consultants and following a review of the performance of each individual submits to the full board for approval recommendations in terms of salaries, benefits, and bonuses. Final approval is by the board of directors. The ceo does not take part in the discussion or action on his/her salary, benefits and bonus. 3. Minutes of the executive/compensation subcommittee and the board meetings are contemporaneously kept and maintain with the corporate minute books.”

“The organization does not make its governing documents, conflict of interest policy, or financial statements available to the public.”

“Equity transfer from system 25,417,787.”

“The audit committee assumes responsibility for oversight of the audit of the financial statements.”