Marietta Health Foundation

“The executive committee shall have all the powers and duties of the board of directors in the interim between meetings of the latter, except as limited by the code of regulations or by specific instruction of the board of directors. The executive committee shall not have power to elect directors. A summary of the proceedings of the executive committee shall be reported to the board at its next meeting. The executive committee shall maintain the compensation committee and nominating committee.”

“Marietta area health care is the sole member of the memorial health foundation.”

“Form 990 and its supplemental schedules are prepared by an independent accounting firm based on information provided by the organization. The prepared return is made available to each board member before the return is filed. Once the copy provided to the treasurer is reviewed and approved, the form 990 and supplemental schedules are signed and the return is filed.”

“The written conflict of interest policy is regularly and consistently monitored and compliance enforced by the corporate integrity committee. The scope of this policy includes the directors, officers and senior executives. The purpose of the policy is to protect the hospital's interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an interested officer, director or person. Any conflict resulting in ineligibility for or removal from the board or specific committees include the following: a. Repeated, intentional failure to disclose a conflict of interest. B. Having a family member who is a senior executive for the hospital. C. A material investment or employment relationship involving an interested person in an asc, a proprietary hospital, or nursing facility within the hospital's service area that is not owned by the hospital. Annual disclosures are required setting forth all business and other affiliations, which relate in any way to the hospital. The committee recommends the disqualification or removal of interested persons when necessary and reports to the board those directors which the committee has determined meet the definition of independent director.”

“The compensation committee reviews fair market wage data. Specific approval of board must be sought if physician compensation is 75% or greater of median in the annual mgma study. Executive and all other hospital staff compensation is set at median. An executive compensation firm is utilized (yaffe & company). A separate independent consultant (vmg) is retained for physician compensation studies as needed.”

“All policies and governing documents are available to the public upon request. Form 990 is also available, as filed with the irs, at <www.guidestar.org>. Form 990 may also be made available upon request during normal business hours.”

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