West Michigan Radiation Oncology

“Form 990, part vi, line 15a - compensation process for top official the university of michigan, the related entity that compensates individuals in part vii, is a governmental entity that is excluded from intermediate sanctions under irc 4958; however, it relies on the criteria to establish the rebuttable presumption in determining the compensation arrangements. Additionally, the university of michigan health west (umhw), the related entity that also compensates individuals in part vii uses the following process for top officials. The ceo and other executive compensation is determined by use of consultants and comparability data from other hospitals of similar size. The executive committee reviews and approves the ceo compensation. Their discussion is documented in the minutes of the meeting. Form 990, part vi, line 15b - compensation process for officers the university of michigan, the related entity that compensates individuals in part vii, is a governmental entity that is excluded from intermediate sanctions under irc 4958; however, it relies on the criteria to establish the rebuttable presumption in determining the compensation arrangements. Additionally, the university of michigan health west (umhw), the related entity that also compensates individuals in part vii uses the following process for officers and key employees. The executive's compensation is determined by use of the consultants and comparability data from other hospitals of similar size. The executive committee reviews and approves the executive compensation. Their discussion is documented in the minutes of the meeting. The executive team has entered into written compensation contracts. Studies by an independent firm were completed to ensure the executives were at market value.”

“West michigan radiation oncology (wmro) has two members who govern equally. The members include michigan health corporation (mhc), a charitable organization related to the university of michigan (u-m) and metropolitan hospital (metro). Recently, u-m via michigan medicine (mm) merged with metro, in which case, by attribution rules, wmro has become a related entity. Metro has subsequently changed its name to university of michigan health (umh) - west. Please know that the governing documents of wmro did not need to be amended or revised.”

“The two members each appoint two voting members to serve on the board of directors.”

“The board of directors has full authority to govern the affairs of wmro except for powers which are reserved to the members. The following actions, approval of which is reserved to members, shall not be effective without the unanimous advance approval of the members: 1) amendment, modification or repeal of the articles or bylaws. 2) merger or consolidation of wmro with another entity. 3) sale, exchange, lease or other transfer of all or substantially all of the assets of wmro. 4) dissolution of wmro. 5) incurrence, assumption or guarantee of any indebtedness or other borrowings. 6) entering into negotiations with any entity or person other than the members or their affiliates regarding financial participation in the wmro radiation oncology program. 7) approval of any material modification of the radiation oncology program. 8) approval of any additional capital contributions by the members to wmro. 9) approval of any contractual arrangement between wmro and a member or its affiliate.”

“The finance and operating commitee is appointed by the board to review and advise or approve items as defined or delegated by the board. Please note that the committee met regularly but did not keep minutes for this fiscal year”

“A draft copy was provided to the finance committee, and a final copy was provided to the board of directors prior to signature and filing with the internal revenue service.”

“Each director, principal officer and member of a committee with board delegated powers must annually sign a statement which affirms that such person a) has received a copy of the conflicts of interest policy; b) has read and understands the policy; c) has agreed to comply with the policy; and d) understands that wmro is a charitable organization and that in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes. To ensure that wmro operates in a manner consistent with its charitable purposes and that those transactions or arrangements entered into do not benefit the private interest of an officer or director of wmro, periodic reviews are conducted. The reviews include the following subjects: a) whether compensation arrangements and benefits are reasonable and are the result of arm's-length bargaining; b) whether acquisitions of physician practices and other provider services result in inurement or impermissible private benefits; c) whether partnership and joint venture arrangements conform to written policies, are properly recorded, reflect reasonable payment for goods and services, further the wmro's charitable purposes, and do not result in inurement or impermissible private benefits; d) whether agreements to provide health care and agreements with other health care providers, employees, and third party payors further the wmro's charitable purposes and do not result in inurement or impermissible private benefit.”

“The governing documents, conflict of interest policy and financial statements are available to the public upon request.”