Black River Education and Wellness Foundation

“The member with rights to govern elyria memorial hospital foundation is comprehensive healthcare of ohio, inc. It is the sole member.”

“Comprehensive health care of ohio, inc. Is the sole member which has authority to elect the governing body of elyria memorial hospital foundation.”

“Certain decisions, but not all decisions, of the governing body of elyria memorial hospital foundation are subject to the approval of the sole member comprehensive health care of ohio, inc. Examples of decisions of the governing body of elyria memorial hospital foundation which are subject to the approval of the member are annual operating budgets, capital expenditure budgets, long range planning documents, capital expenditures incurring debt to which would require mortgage of any part of the assets of elyria memorial hospital foundation and amendment to the governing documents of elyria memorial hospital foundation.”

“The 990 is reviewed by the ceo, cfo and in-house general counsel prior to filing.”

“All directors are presented with an attestation document which states the essence of the conflict of interest policy. Each director is required to complete the document and sign it, verifying that he or she is aware of the policy and declaring any potential conflicts of interest which such director may have, or which may have developed. The chair of the board, or designee, meets with any director who has indicated a potential conflict of interest, also that the nature of the potential or existing conflict may be fully explored, with the potential that such conflict might preclude further service of that director. All attestations are maintained by the ceo of the organization. The conflict of interest policy covers board members, officers and key employees.”

“The process for determining compensation for the ceo and other top management officials includes an external analysis completed by towers perrin, a nationally known benefits and compensation consultant. Towers perrin gathers market research data from three published and reliable healthcare compensation surveys. This analysis utilizes national pay data and takes into consideration the size of the healthcare organization, the respective job title, and time in job. The analysis is completed annually. It includes recommendations on positioning the ceo and other top management with staff within the appropriate pay range as well as possible pay range adjustments and base salary increase percentages for the current year. Recommendations are approved by a subcomittee of the board of directors prior to implementation. This process was last undertaken in 2012 by comprehensive healthcare of ohio, the parent entity.”

“The organization has not, to this point, made its governing documents, other than the original articles of incorporation and any amendments thereto, available to the public. The organizations conflict of interest policy is available to all employees and directors on the organization's intranet site, and has been a part of the organization's written policy hand book long in advance of the development of the intranet site. Financial statements are not generally available to the public other than financial information which appears on the form 990 and other public filing required by law.”