Adena Health System

“Adena health system paid an executive consulting services firm, tatum, for cfo duties. Lisa carlson was paid $127,430 from tatum from january to june for her role as chief financial officer.”

“The organization is composed of 9 member churches. All of the churches are in the chillicothe, ohio area. 1. First presbyterian church 2. Freedom house of chilicothe 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 nominate a board member, but the board of directors of ahs reserves the final approval. 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 15 filing date.”

“The corporate compliance office of adena health system annually coordinates the distribution and return of the conflict of interest statements. All conflicts are reviewed, and 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. Advanced practice clinicians, front line supervisors up through the ceo, and board members are subject to the conflict of interest policy.”

“The executive compensation committee of the board of directors retains mercer, an independent compensation consultant, to evaluate the total compensation for all disqualified persons. Mercer utilizes the compensation philosophy to conduct the evaluation. Each position is compared to peer data of organizations of similar size and complexity. The data analysis covers cash compensation (base salary), total cash compensation (base salary and incentives, both paid and opportunity), and total compensation (base salary, incentives and all benefits). The executive compensation committee meets with mercer regularly to review and monitor all total compensation for the disqualified persons. Compensation was last reviewed in 2016.”

“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.”

“Medical professional fees: program service expenses 3,432,549. Management and general expenses -89,963. Fundraising expenses 0. Total expenses 3,342,586. Purchased services: program service expenses 30,202,288. Management and general expenses 14,008,515. Fundraising expenses 0. Total expenses 44,210,803. Facility maintenance: program service expenses 17,972,333. Management and general expenses 1,530,683. Fundraising expenses 0. Total expenses 19,503,016.”

“Transfers (to) from affiliated organization -6,823,046. Pension related changes other than net periodic costs -3,494,248. Intercompany receipts eliminated in consolidation 260,016. Court dialysis k-1 activity - book to tax difference -81,296. Temporarily restricted expenditures -46,130. Net assets released from restriction for purchase of capital assets 96,252. Contributions reclassed out of net assets -135,355.”

“The audit committee engages the independent audit firm for the audit, reviews results, and reports to the board. Adena health system's board of directors oversees the audit process and approves the independent audit firm. Adena health foundation is part of adena health system's consolidated audit. This process has not changed from prior year.”