Memorial Professional Services Ltd.

“As a michigan non-profit organization, this corporation has a corporate member.”

“Promedica health system, inc. (phs) is the sole member of promedica physician group, inc. Which is the sole member of memorial professional services. Phs has the right to (a) elect and remove the members of the board of trustees of memorial professional services, and (b) fill any vacancy.”

“While the board of trustees of each business unit is granted certain powers with respect to such business unit's operations, as the member, promedica health system, inc. Retains approval rights with respect to certain corporate actions such as (i) adoption of the business unit's strategic plans and financial plans, (ii) expenditures for non-budgeted items in excess of certain dollar limits set from time to time by the member, (iii) expenditures for items which are included in the business unit's annual budgets but which exceed the budgeted amount by an amount in excess of certain dollar limits set from time to time by the member, (iv) incurrence, assumption or guarantee of any indebtedness, (v) sale, lease or other disposition of real property or assets with a value in excess of certain dollar limits set from time to time by the member and (vi) any merger, consolidation, reorganization, dissolution or liquidation.”

“The 990 returns of promedica health system, inc. (phs) and its subsidiaries are prepared by the phs tax department with the assistance of finance. The returns are reviewed by the avp of tax before being provided to the respective company's board of trustees prior to filing. Any comments or questions from the board are reviewed and incorporated into the return if appropriate. Final returns are provided to a principal officer for signature prior to filing with the internal revenue service.”

“Promedica health system, inc. And affiliates (phs) have standards of conduct that apply to all phs board members and employees. Board members and employees are expected to certify their compliance with the applicable standards prior to election/appointment or prior to beginning employment. Board members annually (or immediately if new potential conflicts of interest arise), all board members are required to complete and return the board member soc survey within 30 days of dissemination. Board member soc surveys are reviewed by the v.p., audit & compliance/chief compliance officer (cco). Summarized information is forwarded for review to the chief financial officer, general counsel, business unit presidents and the president and chief executive officer (president/ceo), based upon their respective knowledge of the board members. The purpose of this review is to both inform management of the disclosed conflicts and to allow them to identify to the v.p., audit & compliance, any potential undisclosed conflicts. The audit & compliance department then conducts an audit of all board member soc surveys (along with any relationships noted through the above review) to identify any positional conflicts of interest and to test material transactions with board members/their affiliates for fair market value. The results of the audit are reported directly to the chair of the audit & compliance committee with a copy to the president/ceo. The report includes a summary of the audit procedures performed, any significant concerns identified, and their resolution. Any unresolved conflicts are addressed by the audit committee with recommendations to the full board as needed. Failure to complete the survey or the submission of a false or incomplete survey, or failure to disclose immediately any new conflicts of interest that may arise, or failure to cooperate without condition, honestly and completely with any investigation or review of the board member's survey results or his/her actions or circumstances shall be grounds for sanction by the board of trustees up to and including removal from the board/committee/council. Employees, excluding employed physicians annually (or immediately if new conflicts of interest arise), all bonus-eligible senior leadership and specifically identified additional employees, are required to complete and submit an electronic employee certification questionnaire by an established deadline that is communicated to the employee. The human resources department ensures that all questionnaires, which are stored electronically, are completed and provides notification to the v.p., audit & compliance of the number of annual employee certification questionnaires sent and received and copies of any questionnaires containing disclosures that warrant further review by the audit & compliance department. All new employees, excluding employed physicians, are provided either an electronic or paper copy of the employee standard of conduct and the employee certification statement which the new employee is required to complete prior to beginning employment. The audit & compliance department has access to a report that identifies all new hires. A sample of employees is identified and an audit is conducted to ensure that required documentation is on file. Identified conflicts are initially reviewed by the v.p., audit & compliance and if necessary discussed with the business unit president in which the employee works, the chief human resource officer, and general counsel. If the conflict is considered a significant exposure risk for phs, a recommendation will be prepared for final approval of the phs president/ceo. Results of the employee process audit are included in the above report to the chair of the audit & compliance committee. Failure to complete the certification questionnaire, or the completion of a false or incomplete certification questionnaire, or failure to disclose immediately any new conflicts of interest that may arise, or failu”

“Memorial professional services's top management official and other officers are compensated by promedica health system, inc. (phs), a related tax-exempt organization. Compensation determinations of promedica foundation's top management official and other officers are made by a compensation committee of phs. Each year independent consultants conduct an annual survey and recommend executive payroll base salary ranges based upon the market. The data is reviewed and approved by the promedica health system compensation committee every october. Salary adjustments are determined at the december meeting of the compensation committee. The compensation committee approves other forms of compensation based upon the prior year performance at the january meeting each year.”

“Promedica health system, inc. And subsidiaries provide any document open to public inspection upon request.”

“Memorial professional services program service accomplishments serving individuals and families in northwest ohio and southeast michigan, memorial professional services, a subsidiary of promedica physician group (ppg), offers a large selection of physicians and advanced practice providers who provide medical care and other healthcare services via an integrated approach through which they collaborate with other providers. This integrated delivery is more cost-effective than traditional delivery systems and helps to ensure patients have better access to care in the most appropriate setting. Ppg and its subsidiaries are part of promedica health system, inc. (promedica), a mission-based, locally owned, nonprofit healthcare organization highly focused on achieving core values. Headquartered in toledo, ohio, promedica serves 28 states across the country and is one of the nation's leading health systems. Our stewardship of resources has enabled us to wisely invest in patient-centered care, advanced technology, innovative programs, and family-oriented facilities that help to ensure patients and area residents have equal access to high-quality, safe care in the most appropriate setting, regardless of patients' ability to pay. Ppg's well-equipped physician facilities are located in approximately 200 offices, and its network is comprised of more than 1,100 healthcare providers certified in 55 specialties, including anesthesiology, bariatrics, cardiology, critical care, ent, family medicine, gastroenterology, general surgery, hematology-oncology, hospitalists, internal medicine, neurology and neurosurgery, obstetrics/gynecology, occupational medicine, ophthalmology, orthopaedic surgery, pediatric cardiology, pediatric critical care medicine, pediatrics, psychiatry, sports care, surgical oncology, urology, and vascular medicine. Ppg conducted approximately 1.85 million patient encounters in 2020. Additionally, ppg primary care practices now screen for 10 different social determinants screens for areas such as food insecurity, financial wellness, domestic violence, housing, and more. Patients screening positive in three or more domains are connected to community resources to improve health and well-being. In 2020 ppg and its subsidiaries contributed over $67,584,000 in community benefit through community benefit expenditures, community benefit expenditures, financial assistance and government-sponsored, means-tested health care. In 2020, memorial professional services contributed $3,045,000 in community benefit through community benefit expenditures, financial assistance and government-sponsored, means-tested health care. Through community health services, subsidized health services, and other community benefit operations, ppg contributed $735,000 to the community. Memorial professional services also provided a significant amount of financial assistance to the community during 2020, of which $76,000 represented uncompensated amounts for treatment of patients who did not have the financial resources to pay for hospital services. Financial assistance represents the cost to provide service and does not include the costs for accounts written off to bad debt for patients who do not pay their bills. Its cost of bad debt for 2020 totaled $321,000. This amount is not included in the community benefit amount of $3,045,000 noted above. Further, memorial professional services provided $2,234,000 of community benefit through costs - not reimbursed by the government - for treating medicaid patients. Also in 2020, the total costs - not reimbursed by the government - for treating medicare patients was $2,133,000 and is not included in the community benefit amount of $3,045,000 noted above. During 2020, memorial professional services expended $9,745,000 in net payroll, providing 148 jobs. A total of 670,000 was withheld from employees in state and local taxes. In summary, ppg and its subsidiaries demonstrate their mission and core values by providing high-”

“Transfer between entities -7,139,233. Transfer of net assets from promedica physicians group -25,718,288.”

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

“The required single audit as set forth in the single audit act and omb circular a-133 has not yet been completed. Plans have been made to have the required single audit completed by the extended due date as established in omb m-20-26.”