Smh Administrative Services Inc.

“St. Mary's healthcare system for children, inc. (smhsc) is the sole corporate member of smh administrative services, inc.”

“The member (smhsc) has the exclusive power and authority to elect and remove directors.”

“The member (smhsc) has the exclusive power and authority to approve the following: mergers, sales or dissolutions; amendments to the certificate of incorporation and/or bylaws; operating and capital budgets; unbudgeted borrowings in excess of $1,000,000; unbudgeted capital expenditures in excess of $500,000; a strategic plan; and hiring and firing of the ceo.”

“A draft of the completed form 990 is reviewed by the audit & compliance committee. Comments from this review are discussed and changes made as necessary. A final draft is then posted to the board website where it is made available to all board members prior to filing.”

“Once a year, each board member, officer or key employee of the organization completes a conflict of interest questionnaire, statement and acknowledgement which acknowledges that each individual has disclosed any potential conflict of interest; has received a copy of the conflict of interest policy; has read and understands the policy; and agrees to comply with the conflict of interest policy. During the course of the year, each board member, officer, and key employee is required to promptly advise the chief executive officer or his/her designee, of any changes to the information provided in that individual's last completed conflict of interest questionnaire. The chief executive officer, or his/her designee, reviews all completed questionnaires and all subsequent advice of changes, taking such action as is deemed appropriate to eliminate potential conflicts of interest, including such steps as reassignment of responsibilities. All disclosures of interests in completed questionnaires or subsequent advice, unless clearly irrelevant or immaterial, shall be compiled and reported by management to the audit & compliance committee of the board, together, in each case, with the response or recommendation of management. The audit & compliance committee shall determine whether the reported resolution of issues raised by the disclosures is satisfactory and, if not, shall take such further action as it deems appropriate. Each board member, and any officer or key employee presenting a proposed transaction or other matter to the board shall disclose promptly and in good faith to the board such individual's interest in a proposed transaction or other matter to be considered by the board. The individual may not participate in any way in the board's deliberations concerning matters in which he/she has disclosed an interest. Following any such disclosure, and after such due diligence and such development and consideration of other alternatives, if any, as the board shall deem appropriate, the board may, in its discretion, authorize or approve the proposed transaction or actions as at least as fair and reasonable to the organization as would otherwise be obtainable by the organization. Such actions shall be by a vote sufficient for such purpose without counting the vote or votes of such interested person or persons and such person or persons may not participate in, determining the presence of a quorum at the meeting. Any disclosure, non-participation, and board action taken in accordance with this policy shall be clearly recorded in the minutes of the meeting. Upon reasonable belief that a board member, officer or key employee failed to comply with the policies and directives set forth in its disclosure policy, the board or the audit & compliance committee shall inform the individual of the basis of the belief and provide an opportunity to explain the noncompliance. If after hearing the individual's response and making further appropriate investigations, the board or audit & compliance committee determines that the individual has, in fact, failed to comply with such policies and directives, it shall take or recommend appropriate corrective action.”

“The board of st. Mary's healthcare system for children, the sole member of the organization, retains the services of an executive compensation firm to review market pay practices for senior executives in organizations of comparable size and type. This market analysis is then reviewed by the executive review/compensation committee in determining salary adjustments from the perspective of market competitiveness and prior job performance. Compensation for other key employees are managed in a similar manner through the human resources department in conjunction with the ceo, using local periodic surveys of the market that st. Mary's compensation is competitive. This process was last done in 2014.”

“These documents are available upon request.”

“Maintenance contracts and other professional fees: program service expenses 0. Management and general expenses 1,762,425. Fundraising expenses 0. Total expenses 1,762,425.”

“The process has not changed from the prior year.”