Western Reserve Care System

“Classes of members or stockholders the sole member of the organization is forum health. Forum health is an ohio nonprofit corporation that, as the parent of this organization, has the rights to elect members of the governing body, approve significant decisions of the governing body and may receive a share of the organization's net assets upon dissolution. Forum health is the corporate parent of the integrated health system to which this organization belongs.”

“Election of members and their rights periodically, or as vacancies arise, forum health, as the sole member of the organization, has the right to appoint one or more members of the board of trustees.”

“Decisions subject to approval of members the following actions shall not be taken by or on behalf of western reserve care system (wrcs) unless the prior approval of forum health has been received: a merger or consolidation of wrcs with or into another entity; a sale of all or substantially all of the assets or business operations of wrcs; the transfer of control of wrcs to any other person or entity; the dissolution or liquidation of wrcs; amendments to the articles of incorporation or code of regulations of wrcs; election or removal of members of the wrcs board of trustees; such expenditures, plans, budgets or activities as forum health deems appropriate and shall specify to wrcs as requiring forum health's prior approval.”

“Organization's process to review form 990 at the time of this return's filing, the board was not active. On 10/01/10, community health systems, inc. Acquired substantially all of the assets of western reserve care system. This entity is no longer active.”

“Enforcement of conflicts policy the organization follows the conflict of interest policy of forum health, the parent of the integrated health system to which this organization belongs. Forum health monitors for actual and proposed conflicts of interest through the corporate compliance department that provides annual employee education on its conflicts of interest policy and requires all trustees, officers and management employees to annually complete conflict of interest questionnaires. Forum health has developed this policy to guide the trustees (directors), officers, employees and affiliates associated and affiliated with the forum health system in avoiding conflicts of interest and in identifying and disclosing actual or potential conflicts of interest and to protect forum health from entering into any arrangement that benefits or potentially benefits the private interest(s) of any officer, trustee (director), or other person affiliated with or in a position to exert substantial influence or control over the affairs of the forum health system or any of its corporate entities. Below is the corporate conflict of interest policy followed by the organization. Officers, directors or trustees, executives, employees, affiliates, agents and contractors, and interested persons/insiders of forum health system entities shall not engage in actual, potential, apparent or indirect conflicts of interest as defined in this policy. Conflicts of interest pertain to financial or non-financial interests. Any person or entity having any such conflict of interest has a duty to disclose it to the organization pursuant to this policy, as follows: trustees or directors of all forum health entities will annually disclose any conflicts of interest for the record to the system board of trustees and promptly disclose any conflicts of interest when recognized to the board pursuant to the board's conflict of interest protocols. The general counsel/corporate secretary reviews all conflict disclosures by members of the board of trustees. Members of the executive, senior leadership, and management teams promptly disclose any conflict of interest to the ceo, chief compliance officer, or chair of the board of trustees. Physicians, agents and contractors shall disclose any financial interest, ownership interest or other business relationship, direct or indirect, with companies, affiliates or providers of products or services used at forum health, and/or for patients seen at a forum facility, related to graduate medical education (teaching, presentations or research) and related to or for use in research conducted at a forum facility and/or reviewed through a forum irb. Employees disclose any conflicts of interest to their supervisors promptly when recognized. Supervisors consult appropriate executive or senior management and the chief compliance officer regarding any conflicts of interest disclosures. Administrators and employees in a position to influence, and in areas where conflicts of interest are likely to arise (e.g., pharmacy, business office, finance, physician contracting, leasing, purchasing, purchased services, facilities management, research, and the like) disclose any conflicts of interest to the ceo, legal services and the corporate compliance officer or other designee as noted and through annual disclosure protocols. Disclosed conflicts of interest: within the discretion of management, and subject to the requirement of the board of trustees conflict of interest policy, when a conflict of interest is disclosed in advance, the organization takes action to assure the conflicted person or entity is removed from the conflict situation (e.g., recusal from voting on the issue, removal from decision making responsibility over the issue, etc.) or to assure decision makers are aware of the conflict so they can take into account the possible competing interests when making decisions. Undisclosed conflict of interest: an undisclosed conflict of interest req”

“Compensation process for top officials the organization follows the compensation practices of forum health, the parent of the integrated health system to which this organization belongs. Compensation for the organization's ceo, other officers and key employees is determined by forum health. The forum health board of trustees has established a compensation committee for the purpose of reviewing and approving, on behalf of the board of trustees, management recommendations regarding all forms of compensation to be provided to each executive officer and director of the organization. The committee shall consist of a minimum of three members of the board of trustees, all of whom shall be "independent" under the standards set forth in the organization's corporate governance principles, as well as under any additional or supplemental independence standards applicable to compensation committees established under any applicable law, rule or regulation. The committee reviews with the organization's executive management and approves all forms of compensation to be provided to each executive officer and non-employee director. The committee also reviews with the organization's executive management and approves recommendations with regard to aggregate salary and bonus budget guidelines for all of the organization's employees who meet review criteria. The committee monitors summary data on the organization's population (e.g., total compensation costs, compensation benchmark data, employee diversity, turnover levels, etc.). The committee has the power and authority to retain such compensation consultants, outside counsel and other advisors as the committee may deem appropriate. The committee holds regular meetings and maintains written minutes of each meeting.”

“Governing documents disclosure explanation the organization does not make its governing documents, conflict of interest policy or financial statements available to the public.”