The Toledo Hospital

“As an ohio non-profit organization, this corporation has a corporate member.”

“Promedica health system, inc. (phs) is the parent corporation and sole member of the toledo hospital. As the member, phs has the right to (a) elect and remove the members of the board of trustees of the toledo hospital and (b) fill any vacancy on the board of trustees.”

“While the board of trustees of each business unit is granted certain powers with respect to such business unit's operations, as the member, promedica health system, inc. Retains approval rights with respect to certain corporate actions such as (i) adoption of the business unit's strategic plans and financial plans, (ii) expenditures for non-budgeted items in excess of certain dollar limits set from time to time by the member, (iii) expenditures for items which are included in the business unit's annual budgets but which exceed the budgeted amount by an amount in excess of certain dollar limits set from time to time by the member, (iv) incurrence, assumption or guarantee of any indebtedness, (v) sale, lease or other disposition of real property or assets with a value in excess of certain dollar limits set from time to time by the member and (vi) any merger, consolidation, reorganization, dissolution or liquidation.”

“The return is reviewed by management before being provided to the board of trustees prior to filing. Any comments or questions from the board are reviewed and incorporated into the return if appropriate. Final returns are provided to a principal officer for signature prior to filing with the internal revenue service.”

“Promedica health system, inc. And affiliates (phs) have standards of conduct that apply to all phs board members and employees. Board members and employees are expected to certify their compliance with the applicable standards prior to election/appointment or prior to beginning employment. Board members annually (or immediately if new potential conflicts of interest arise), all board members are required to complete and return the board member statement of conflict (soc) survey within 30 days of dissemination. Board member soc surveys are reviewed by the v.p., audit & compliance/chief compliance officer (cco). Summarized information is forwarded for review to the chief financial officer, general counsel, business unit presidents and the president and chief executive officer (president/ceo), based upon their respective knowledge of the board members. The purpose of this review is to both inform management of the disclosed conflicts and to allow them to identify to the v.p., audit & compliance, any potential undisclosed conflicts. The audit & compliance department then conducts an audit of all board member soc surveys (along with any relationships noted through the above review) to identify any positional conflicts of interest and to test material transactions with board members/their affiliates for fair market value. The results of the audit are reported directly to the chair of the audit & compliance committee with a copy to the president/ceo. The report includes a summary of the audit procedures performed, any significant concerns identified, and their resolution. Any unresolved conflicts are addressed by the audit committee with recommendations to the full board as needed. Failure to complete the survey or the submission of a false or incomplete survey, or failure to disclose immediately any new conflicts of interest that may arise, or failure to cooperate without condition, honestly and completely with any investigation or review of the board member's survey results or his/her actions or circumstances shall be grounds for sanction by the board of trustees up to and including removal from the board/committee/council. Employees, excluding employed providers annually (or immediately if new conflicts of interest arise), all bonus-eligible senior leadership and specifically identified additional employees, are required to complete and submit an electronic employee certification questionnaire by an established deadline that is communicated to the employee. The human resources department ensures that all questionnaires, which are stored electronically, are completed and provides notification to the v.p., audit & compliance of the number of annual employee certification questionnaires sent and received and copies of any questionnaires containing disclosures that warrant further review by the audit & compliance department. All new employees, excluding employed providers, are provided either an electronic or paper copy of the employee standard of conduct and the employee certification statement which the new employee is required to complete prior to beginning employment. The audit & compliance department has access to a report that identifies all new hires. A sample of employees is identified and an audit is conducted to ensure that required documentation is on file. Identified conflicts are initially reviewed by the v.p., audit & compliance and if necessary discussed with the business unit president in which the employee works, the chief human resource officer, and general counsel. If the conflict is considered a significant exposure risk for phs, a recommendation will be prepared for final approval of the phs president/ceo. Results of the employee process audit are included in the above report to the chair of the audit & compliance committee. Failure to complete the certification questionnaire, or the completion of a false or incomplete certification questionnaire, or failure to disclose immediately any new conflicts of interest th”

“The toledo hospital's top management official and other officers are compensated by promedica health system, inc. (phs), a related tax-exempt organization. Compensation determinations of promedica foundation's top management official and other officers are made by a compensation committee of phs. Each year independent consultants conduct an annual survey and recommend executive payroll base salary ranges based upon the market. The data is reviewed and approved by the promedica health system compensation committee every october. Salary adjustments are determined at the december meeting of the compensation committee. The compensation committee approves other forms of compensation based upon the prior year performance at the january meeting each year.”

“Promedica health system, inc. And subsidiaries provide any document open to public inspection upon request.”

“Joint venture operating agreements involving promedica health system, inc. Or its subsidiaries (collectively, phs) include provisions to protect phs's tax-exempt status. Each agreement contains specific language related to the provision of health care services with focus on community health benefit and must follow a formal review process prior to contract execution. Phs continually ensures that its tax-exempt status is protected by actively participating in the governance of all phs joint ventures.”

“Promedica health system processes all accounts payable through one pay company, promedica health system, inc. The independent contractors over $100,000 will be listed on the 990 filed for promedica health system, inc. Fein 34-1517671.”

“Th also provided a significant amount of financial assistance to the community during 2024, of which $76,651,000 represented uncompensated amounts for treatment to those patients who did not have the financial resources to pay for hospital services. Financial assistance represents the cost to provide service and does not include the costs for accounts written off to bad debt for patients who did not pay their bills. Th's cost of bad debt for 2024 was $59,351,000. This amount is not included in the community benefit total of $310,948,574 indicated above. Further, th provided $40,343,565 of community benefit through costs - not reimbursed by the government - for treating medicaid and other means-tested patients. During 2024 th expended $468,000,000 in net payroll, providing 5,373 jobs in northwest ohio. A total of $31,300,000 was withheld from hospital employees in state and local taxes. In summary, th demonstrates promedica's mission and core values by providing high-quality health care to all patients, regardless of their race, creed, sex, national origin, disability, or age. And we recognize that not all individuals possess the ability to purchase essential medical care. Therefore, we provide these healthcare services; recruit and train healthcare professionals to serve the broader community; provide appropriate financial assistance; offer services and contributions to other nonprofit organizations that allow them to provide key services to their constituents; and present free educational classes, health fairs and other activities to our local community to help ensure all members have equal access to care.”

“The promedica health system processes all accounts payable through one pay company. All 1099 forms for promedica health system, inc. And subsidiaries are filed under promedica health system, inc. Fein 34-1517671.”

“Purchased services management: program service expenses 50,921,328. Management and general expenses 20,144,389. Fundraising expenses 0. Total expenses 71,065,717. Temporary agency fees: program service expenses 23,039,410. Management and general expenses 11,663,983. Fundraising expenses 0. Total expenses 34,703,393. Service contract fees: program service expenses 22,412,493. Management and general expenses 11,636,346. Fundraising expenses 0. Total expenses 34,048,839. Contracted medical personnel: program service expenses 7,276,741. Management and general expenses 0. Fundraising expenses 0. Total expenses 7,276,741.”

“Transfers between related entities 72,128,471.”

“The process has not changed from the prior year”