Adena Health System

“The organization is composed of 9 member churches. All of the churches are in the chillicothe, ohio area. 1.first presbyterian church 2.salem community church 3.orchard hill united church of christ 4.tabernacle baptist church 5.st. Mary's catholic church 6.trinity united methodist church 7.st. Paul's episcopal church 8.walnut street united methodist church 9.st. Peter's catholic church”

“The corporate member churches may only elect one person per church to act as their trustee. The trustees at large get appointed as follows. Section 3.03 of the code of regulations of ahs - "the board shall elect six (6) at-large trustee positions. Two of these positions shall be filled with physicians who are members of the active medical staff recommended by the medical staff in accordance with the medical staff bylaws. When a vacancy occurs among the four (4) at large trustees, with the exception of members eligible for reappointment, the trustee committee shall nominate to the board a candidate for the vacant position."”

“Section 2.04 rights of the corporate members: (a) the right to elect nine trustees of the corporation as specified in these bylaws. (b) the right to approve any lease, sale exchange, transfer, or other disposition of all or substantially all of the assets of the corporation. (c) the right to approve any proposed merger or consolidation of the corporation. (d) the right to approve any proposed dissolution of the corporation. (e) the right to approve any proposed change to the fundamental purpose of the corporation as stated in section 1.01. (f) the right to approve any proposed amendments to the code of regulations.”

“The 990 was reviewed at a board meeting, and copies of the form 990 were provided to the bod members. Additionally, copies of the 990 were made available on the hospital's board portal and in administration office until the november 16 filing date.”

“The corporate compliance office of adena health system annually coordinates the distribution and return of the conflict of interest statements. The corporate compliance office is responsible for reviewing the responses and communicating any extra steps that need to take place regarding any of the responses. At every board meeting and committee of the board, the agenda item of conflict of interest is included and called out. Conflicted board members abstain from voting on the particular items. Any member abstaining from voting is documented in the minutes. All adena health system workforce members and board members are subject to the conflict of interest policy.”

“The top management official at adena health system, along with officers/key employees, have their compensation reviewed on an annual basis through the executive compensation committee of the board of trustees through the use of an independent third party executive compensation company. The independent third party compensation company utilizes multiple independent compensation surveys to evaluate both base compensation and total cash compensation against like organizations. Recommendations for change are made by the independent third party executive compensation company and presented to the executive compensation committee for consideration. Final decisions, whether they be approval or denial, are made by the committee. The process was last undertaken in may of 2014. Specific merit increases for individuals are based upon the employee meeting agreed upon developmental goals, performance-based goals, behaviors and essential functions of their job for the fiscal year. The merit process was last undertaken in april of 2014.”

“The organization prepares an annual report to the public which includes its statement of revenues and expenses. Additionally, its governing documents and conflict of interest policy is available upon request. The financial statements are available on guidestar.org as part of the annual form 990 filing.”

“Transfers to affiliated organization -3,042,115. Pension related changes other than net periodic costs 851,647. Intercompany receipts eliminated in consolidation 397,129. Adena vac income not included in audited net assets 3,321. Court dialysis k-1 activity - book to tax difference -80,131. Temporarily restricted expenditures -86,813.”

“Adena health system's board of directors oversees the audit process and approves the independent audit firm. This process has not changed from prior year.”