Indiana University Health Laporte Physicians Inc

“IUHLP-P is part of a multi-entity hospital system controlled by IU Health, a 501(c)(3) tax-exempt organization whose board is comprised of voting members, of which substantially all are independent community members.”

“Line 6: IUHLP, a 501(c)(3) tax-exempt organization, shall be the sole voting member and constitute the sole voting class of the Corporation. Line 7A: The Board will consist of such number or members as determined by the Member, by resolution, but not less than three members each of whom shall be appointed by the Member. Line 7B: The Board will not, without the prior approval of the Member, take any actions on behalf of the Corporation including but not limited to: 1. Authorize any merger, consolidation, reorganization, sale or transfer of all or substantially all of the assets of the Corporation; 2. Authorize any plan of dissolution of the Corporation, any liquidating distribution of the Corporation's assets or other action related to the dissolution or liquidation of the Corporation; 3. Authorize any voluntary declaration of bankruptcy by the Corporation; 4. Amend, repeal, revise or adopt changes to the organizational documents of the Corporation; 5. Authorize the consolidation of any entity with, or acquisition of any entity by, the Corporation; 6. Authorize any agreement to act as primary obligor, or to serve as a guarantor, surety or co-obligor with respect to the indebtedness of any other party, to borrow amounts from third-party lenders or to loan money to any person or entity; 7. Authorize any pledge of, or grant any security interest or mortgage in, or otherwise encumber, any tangible assets in excess of an appropriate monetary threshold (as established from time to time by the Member), other than in the ordinary course of business or pursuant to an approved budget or strategic plan; 8. Approve any management agreement for the management of all or a substantial part of the Corporation's operations; or 9. Authorize the establishment or acquisition by the Corporation of any subsidiaries, affiliates or joint venture arrangements or the acquisition by the Corporation of the stock or other equity interest or substantially all the assets of any other business or entity. Furthermore, the Member shall have the unilateral right to take any and all actions on behalf of the Corporation including actions reserved to the Board in these Bylaws or under applicable law.”

“The Treasurer reviewed and approved the Form 990.”

“IUHLP-P is part of the IU Health system. As the sole member and controlling parent of IUHLP, the sole member and controlling parent of IUHLP-P, IU Health and its Board of Directors have mandated that certain policies be followed to ensure greater standardization throughout the system. Thus, IUHLP-Ps Board of Directors was not required to separately adopt a conflict of interest, whistleblower, document retention and destruction and joint venture policies because IU Healths Board of Directors had already adopted and required these policies to be followed by its subsidiaries.”

“IUHLP-P follows IU Healths Conflict of Interest Policy. IU Healths Conflict of Interest Policy includes the following provisions: All IU Health employees, associates, colleagues and contracted personnel, including employed physicians and paid medical directors ("IU Health Representatives") are covered by and subject to its Conflict of Interest Policy. IU Health regularly and consistently monitors and enforces compliance with the policy through the following procedures: (a) On an annual basis, each IU Health Representative at the level of Manager or above, together with every other person designated by the Corporate Compliance Department ("Department"), must complete, sign and submit a Conflict of Interest Questionnaire ("Questionnaire") to the Department. Governing board members, committee members, corporate officers, medical staff and researchers must comply with the administrative requirements noted in the respective policies and procedures relative to those areas. (b) An IU Health Representative must supplement a Questionnaire in writing, if after completion of the original Questionnaire, a situation arises, or may reasonably be expected to arise, that would change any answer or information on the original Questionnaire if the situation had existed or been anticipated at the time of completion of the original Questionnaire. (c) If a fully and properly completed Questionnaire reveals facts or other information that might reasonably indicate a Conflict of Interest or violation of the policy, the IU Health Representative completing the questionnaire must secure approval by his/her supervisor, evidenced in writing. (d) The Department will review each Questionnaire and determine whether a Conflict of Interest exists and, if so, whether and how it should or may be eliminated, avoided or managed in order to comply with the spirit of the policy and with the best interests of IU Health and its patients. In making the determination, the Corporate Compliance Department may consult with the IU Health Representatives supervisor and other appropriate individuals and groups. (e) The scope of the policy is not limited to those who are required to complete Questionnaires. If an IU Health Representative is involved in a situation or relationship that would constitute a violation of the policy in the absence of disclosure and approval as described above, then the IU Health Representative must disclose the matter to his/her supervisor, secure his/her supervisors approval in writing, and disclose the matter to the Department. Otherwise, the IU Health Representative is in violation of the policy and subject to corrective action, up to and including termination. (f) The Chief Compliance Officer, in consultation with onsite Compliance personnel, may from time to time appoint standing or ad hoc committees to assist in resolving issues that arise under provisions of the policy.”

“IUHLP-P's President, Secretary, and Treasurer are employed by IU Health. IU Healths process for determining compensation is as follows: (1) The Board of Directors has established a Committee on Personnel and Compensation. The individuals on this Committee are made up of individuals who are on the Board and who do not have a conflict of interest with IU Health. There are no physicians or employees on this Committee. This Committee develops and reviews annually the executive compensation philosophy, market analysis as to comparability and reasonableness. One of the purposes of this Committee is to review, approve and make recommendations regarding executive compensation and benefits to the IU Health Board. As deemed appropriate, this Committee also reviews the same detail with the Committee on Finance. The Committee on Finance is represented by certain members of the Board as well. (2) Each year the Committee on Personnel and Compensation engages an outside compensation consulting firm to conduct a compensation and benefits study for all senior vice presidents and above. The current compensation advisor is the Hay Group. Hay Group performs an independent compensation survey. The relevant comparability data includes: compensation and benefit levels paid by similarly situated organizations (both governmental and tax exempt) for functionally comparable positions as well as the availability of similar services in the geographic area. The Committee reviews the entire compensation package including: base compensation, short term and long term incentive plans, basic health and welfare benefits, qualified and nonqualified plans as well as any additional fringe benefits. Further, Hay Group will provide recommendations based upon the reasonable compensation information as it relates to salary increases, bonuses and benefits that are consistent with the compensation philosophy of the Committee. A separate analysis using the same methodology is done for the Chief Executive Officer. (3) The Committee reviews the salary survey and, if appropriate, makes recommendations on increases in salary and any changes in bonuses or benefits. The Committee's goal is to ensure that the total compensation and benefits package is reasonable based upon the independent data provided by Hay Group. The Committee votes on any changes in compensation or benefits. This review, discussion and vote are documented in the minutes for the meeting. There are no executives present during the final discussion and approval of compensation. (4) The Board reviews the report prepared by the Hay Group as well as the recommendations of the Committee on Personnel and Compensation as to changes in compensation approved by the Committee. As requested, the Committee on Finance also provides its review of recommendations on changes in executive compensation and benefits. This review, discussion and vote are documented in the minutes. (5) The Board then reviews the recommendations provided by the Committee on Personnel and Compensation and votes on the changes as well. No additional compensation or benefits are paid to the executives until the changes have been approved by the Committee and the Board. The discussion and approval are documented in the minutes of the meeting. There are no executives present during the final discussion and approval of compensation. The General Counsel prepares a formal written opinion reviewing the compensation and benefits approval process, comparing that process to the Intermediate Sanctions Test of IRC Section 4958 and, if the facts warrant, provides comments regarding the compensation and benefits approval process as this relates to meeting the requirements for a rebuttable presumption of reasonableness as provided in the Intermediate Sanctions Test. (6) After the end of each year, the Committee and Board also review the achievements of the executive group as it relates to the long-term and short-term shared and individual goals developed by the exe”

“IUHLP-Ps Articles of Incorporation are available for public inspection through the Indiana Secretary of State's website. IUHLP-Ps conflict of interest procedures are described on Form 990, Schedule O. IUHLP-P is a subsidiary in IU Health's Consolidated Audited Financial Statements. IU Health's Consolidated Audited Financial Statements are available for public inspection through its bond filings and as an attachment to IU Health's Form 990.”