Summa Health

“Family/business relationships amongst interested persons: richard marsh, leila vespoli, and anthony lockhart - business relationship. Thomas malone, m.d., thomas p. O'neill and erik n. Steele, d.o. - business relationship. Thomas p. O'neill and unhee kim - business relationship. Brian derrick, thomas malone, m.d., james mcilvaine, and eric n. Steele, d.o. - business relationship.”

“Significant changes in governing documents: summa health: the articles of incorporation and the code of regulations were amended in march 2015 to change the name of the corporation from summa health system to summa health.”

“Classes of members or stockholders: the members of summa health are summa health system community ("summa member") and healthspan partners ("community member"). Summa member's interest is 70%; community member's interest is 30%.”

“Members or stockholders electing members of governing body: the members of the corporation are summa health system community ("summa member") and healthspan partners ("community member"). The members have the following powers: 1. Community member to elect 5 directors (at least 1 to be a resident or community leader active in summa's market area and at least 1 to be a physician; these may be same individual) 2. Summa member to elect 10 directors (7 elected lay directors and 3 physician directors) a director may only be removed by the member which elected such director, and if a member removes a director elected by such member, then that member may elect a director to fill the vacancy.”

“Decisions requiring approval by members or stockholders: the following are reserved powers for the members of the corporation: 1. Actions that would adversely impact the tax-exempt status of the corporation or mercy health 2. Appointment of a new ceo 3. Dissolution, merger, conversion, or consolidation of the corporation, or sale/lease/disposition of substantially all of the corporation's assets 4. Sale, lease, disposition of corporation's core operating assets as defined in definitive agreement 5. Addition of a new corporate member of the corporation 6. Amendment to the statement of common values 7. Amendment to the articles of incorporation or code of regulations reserved powers 1, 3, 4, 5, 6, and 7 require the approval of each of the members”

“Review of form 990 by governing body: the return was reviewed in detail by a committee consisting of internal legal counsel, financial management, and an external auditor. The review committee included the senior vice president, finance & cfo and the senior vice president, legal services & general counsel. This detailed review occurred in october 2016. Following this review and incorporation of changes recommended by this committee, the return was provided to the summa health committee on governance prior to its october 2016 meeting for further review. The committee on governance is a standing committee appointed by the summa health board of directors and includes members of the board of directors. After these reviews by the committee on governance and the community benefits committee, and prior to filing with the irs, an email was sent to each voting member of the board of directors. This email included instructions and a link to a password-protected web site on which the entire form 990 was available for viewing, prior to filing with the irs.”

“Conflict of interest process summary: a conflict of interest questionnaire is sent annually to all summa health entities' boards of directors, key employees, senior managers, medical directors, employed physicians, contracted physicians, administrative directors, executive directors, department heads, managers, supervisors, and members of purchasing committees for completion. Responses are individually reviewed for determination of potential conflicts. Those responses deemed to present potential conflicts are then presented to the committee on governance (sub-committee of the summa health board of directors). The committee on governance reviews each response that presents a potential conflict and determines whether additional action is required to eliminate or mitigate the potential conflict. This annual conflict of interest questionnaire process is managed by the corporate compliance department pursuant to the summa health policy on conflict of interest as approved by the summa health board of directors. In addition to the annual conflict of interest questionnaire, the conflict of interest policy imposes a duty to disclose conflicting interests on an ongoing basis.”

“Process to establish compensation of top management official and other employees: executive compensation: the compensation committee of the summa health board of directors meets at least twice each year to review and approve base compensation and total remuneration for executive staff. Each voting member of the compensation committee is an independent director and is not affiliated with management. The compensation committee engages outside consulting support to provide independent market data, advice and counsel to the compensation committee. For the past six years, the compensation committee has used hay group, a nationally recognized consulting firm, to assist their efforts. The hay group provides the following services to the compensation committee: (a) education of committee members regarding executive compensation trends and best practices in healthcare organizations; (b) assessment of the market competitiveness and reasonableness of summa's executive compensation programs including base salary, incentive compensation, core and executive benefits, as well as their alignment with the mission and future performance expectations; (c) written, detailed evaluation of the market reasonableness of summa's executive compensation and benefits program; and (d) ongoing support and independent advice to the compensation committee on matters related to executive compensation. Each year the compensation committee reviews and approves the compensation for the following positions: summa health president & ceo senior vice president, finance & cfo senior vice president, legal services & general counsel senior vice president, it&s & cio senior vice president, planning & marketing senior vice president & chief nursing officer senior vice president, human resources senior vice president, chief medical officer chief operating officer president, summacare”

“Required documents available to the public: summa health makes its conflicts of interest policy available upon request. The articles of incorporation of summa health and its related entities are available on the website of the ohio secretary of state (www.sos.state.oh.us). Summa health makes its financial statements available on its website (www.summaheatlh.org). The financial statements are also available through the electronic municipal market access. (www.emma.msrb.org).”

“Non-billable purchased services: program service expenses 13,566,627. Management and general expenses 2,584,119. Fundraising expenses 0. Total expenses 16,150,746. Consultant fees: program service expenses 3,677,009. Management and general expenses 700,383. Fundraising expenses 0. Total expenses 4,377,392. Health screening: program service expenses 53,973. Management and general expenses 10,280. Fundraising expenses 0. Total expenses 64,253.”

“Transfers to/from affiliates 61,644,000. Post retirement benefit adjustment 39,752. Other adjustments 107,696. Other net assets adjustments -19,984,453.”