Diley Ridge Medical Center

“Diley ridge medical center (diley ridge) is a membership corporation with two members: mount carmel health system with a 70% membership interest, and fairfield medical center with a 30% membership interest. See line 7 for additional information.”

“The two members of diley ridge have the right to elect the board of directors. Mount carmel health system (mchs) has the right to appoint four directors, and fairfield medical center (fmc) has the right to appoint two directors. Two directors are appointed on an ex officio basis and are not entitled to vote: the first being the current president/administrator of diley ridge, the second being the current chief of staff of the medical staff of diley ridge. The two members have the right to increase the number of mchs and fmc directors, keeping the proportion at two mchs directors to one fmc director. In addition, the two members have the right to elect non-mchs and non-fmc directors. The number of directors in total is limited to 13.”

“Subject to a members agreement and the code of regulations, the members must approve any changes in governing documents, the admission of additional members, the appointment or removal of the president/administrator of diley ridge medical center, any change in the name of the corporation or change in the hospital name it operates, dissolution or liquidation of the corporation, and the sale or transfer of a member interest. Mount carmel health system may exclusively initiate or implement the following actions: the incurrence of long or short term debt in excess of established limits; purchase, sale, lease or disposition of real property; approval of annual capital plan; operating budget and distribution plan of the corporation; and appointment and removal of the independent auditor.”

“Prior to filing, the form 990 for diley ridge is reviewed by senior management. In addition, certain key sections of the form are reviewed by the board of directors. Each member of the board receives a copy of the return in its final form before it is filed with the internal revenue service.”

“Diley ridge has adopted trinity health's governance policy no. 1, which sets forth the organization's conflict of interest policy and processes. It applies to all "interested persons" of diley ridge medical center, which includes directors, principal officers, key employees, and members of committees with board-delegated powers. Interested persons are expected to discharge their duties in a manner the person reasonably believes to be in the best interests of diley ridge and to avoid situations involving a conflict of interest. On an annual basis, interested persons are required to complete a conflict of interest disclosure statement and to affirm their receipt of the conflict of interest policy, compliance with its requirements, and agree to notify the organization of changes impacting their annual disclosure in accordance with the policy. The annual disclosures are provided to the integrity and compliance officer, who collaborates with internal legal counsel to assess the conflict and identify a conflict management plan when necessary. Additionally, the integrity and compliance officer along with legal counsel prepares a report for the board chair and ceo. A summary of potential conflicts is reviewed with the board of directors of diley ridge (or a delegated committee of the board) on a yearly basis. Interested persons are required to make full disclosure to diley ridge of any financial or business interests that might result in or have the appearance of a conflict of interest. The board of directors of diley ridge (or a delegated committee of the board) is responsible for the review of transactions to determine whether an actual conflict of interest exists. In the event of an actual conflict, the board (or a delegated committee of the board) will either avoid the conflict or appropriately scrutinize the transaction to ensure it is in the best interests of diley ridge. Interested persons are required to recuse themselves from discussion and voting on matters involving a conflict of interest. The policy further addresses the proper documentation of the proceedings and potential disciplinary and corrective action for violations of the policy. The policy is available to the public upon request.”

“Questions 15a and 15b are answered "no" because the compensation for certain officers and key management officials of diley ridge is established by trinity health, a related organization. In establishing system ceo and cfo compensation, trinity health follows a process and policy that is intended to mirror the irc section 4958 guidelines for obtaining a "rebuttable presumption of reasonableness" with regard to compensation and benefits. As part of that process, the compensation and benefits of the system ceo and cfo of diley ridge are reviewed at least annually by the trinity health board or the trinity health human resources and compensation committee (hrcc) of the board, authorized to act on behalf of the board with respect to certain compensation matters. As part of its review process, the hrcc retains an independent firm experienced in compensation and benefit matters for not-for-profit health care organizations to advise it in the determinations it makes on the reasonableness of proposed compensation and benefits arrangements. For other executives who are not part of the rebuttable presumption process, trinity health uses a market analysis to determine the appropriateness of the executive's compensation. The compensation of the administrator of diley ridge is established by mount carmel health system. In establishing administrator compensation, mount carmel health system utilizes comparable market data provided by the human resources department in its evaluation and determination of compensation. This process is performed annually.”

“Diley ridge is a subsidiary organization in the trinity health system. Trinity health makes certain of its key documents available to the public on its website, www.trinity-health.org, in the "about us" section. In this section, the consolidated audited financial statements are publicly available. In addition, diley ridge includes a copy of its most recently filed schedule h on trinity health's website. Diley ridge's governing documents and conflict of interest policy are available upon request.”

“Distributions to member hospitals -10,000,000.”

“Diley ridge medical center's financial statements were included in the fy24 consolidated financial statements of trinity health, which were audited by an independent public accounting firm.”