Healthspan Integrated Care

“HealthSpan Partners is the sole member and has all rights and privileges as allowed under Chapter 1702 of the Ohio Revised Code.”

“HealthSpan Partners appoints all members of the governing body and has the authority to fill vacancies and remove members of the governing body.”

“The following actions require approval of the member: to adopt, change and interpret the mission, vision and values of the Corporation and its Statement of Values; to elect and remove trustees of the corporation; to amend or repeal the articles of incorporation and the code of regulations of the corporation; to approve the dissolution or termination of the corporation and to determine the distribution of assets upon such dissolution or termination; to approve any merger of the corporation or any transfer of substantially all of its assets; to approve the annual consolidated strategic plan and the annual consolidated financial plan of the corporation and any borrowings by the corporation in excess of the amount contemplated by either of those plans; to approve (i) any capital or other extraordinary expenditures by the corporation that are not included in the annual consolidated budget for the corporation that exceed $15 million in the aggregate and (ii) any increase in total expenses of the corporation that exceeds 10% of the annual consolidated budgeted expenses; to cause the appointment or removal of the chief executive officer of the corporation; to appoint the independent auditors for the corporation's consolidated financial statements and the compensation consultant reviewing the corporation's executive compensation; to adopt policies governing the activities of the corporation and any subsidiaries or affiliates of the corporation that will further the mission, vision and values established by the governing body and the statement of common values.”

“The Form 990 is reviewed by an independent accounting firm and management. Once the Form 990 is reviewed by all applicable parties a copy of the final version is provided to all members of the governing body prior to filing.”

“BSMH maintains a written and board approved Conflict of Interest Policy. The policy requires board members, officers, directors and key employees to annually disclose interests that could give rise to conflicts. The Integrity and Stewardship Committee (ISC) of the BSMH Board has the ultimate responsibility for Conflict of Interest, including the Policy implementation, compliance monitoring, and enforcement. Through the ISC, the Policy establishes the annual and ongoing requirement to make disclosures. BSMH Compliance Department reviews all Conflict of Interest disclosures to determine if a disclosed matter constitutes a potential Conflict of Interest requiring management intervention. The review constitutes an independent evaluation of all available facts and circumstances by a disinterested party. Potential Conflicts are shared with the disclosing individual's board chair or supervisor ("Leader"), and in collaboration with the BSMH Compliance Department, the Leader will conclude if an actual conflict exists and, if so, determine how it will be managed. Depending on the facts and circumstances, resolutions may include, but are not limited to, ongoing disclosure, recusal from board or committee deliberations and decision, or removal of the conflict. Upon the completion of the annual review process and review with the individual's Leader, the BSMH Compliance Department reviews all potential and actual conflicts and how they will be managed with the ISC Chair for input prior to submission to the ISC. The ISC will review such recommendations and either approve or request changes until approval may be granted. BSMH Board, BSMH Board committees, Bon Secours Mercy Ministries, BMSH Insurance Company, Market Boards, subsidiary Boards, ACO/CIN Boards, and Acute and Ambulatory Pharmacy committees will receive a report of conflicts identified for the respective Board or committee members that includes accountable chair or leader and a summary of the plan for managing or other action(s) taken with respect to the conflict reported.”

“Governing documents are available from the Ohio Department of Insurance and maintained on the the state agency website or upon request. Financial statements are on file with the Ohio Department of Insurance on a statutory basis (stand alone entity). Audited consolidated financial statements are issued and are available upon request.”

“Other Purchased Services - Total Expense: 35240, Program Service Expense: 29954, Management and General Expenses: 5286, Fundraising Expenses: ;”