Flower 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 flower hospital. As the member, phs has the right to (a) elect and remove the members of the board of trustees of flower 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.”

“Under the guidance of promedica health system, inc.'s (phs) tax consultants, form 990s are prepared by the respective accounting department of each affiliate and reviewed by the affiliate's finance leadership. After affiliate's finance leadership approval, copies of the form 990 for phs and their subsidiaries are provided to the respective company's board of trustees and are reviewed and signed by a principal officer 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 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 physicians annually (or immediately if new conflicts of interest arise), all salaried employees and specifically identified hourly employees, excluding employed physicians, 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 physicians, 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 that may ar”

“Flower hospital's top management official and other officers are compensated by promedica health system, inc. (phs), a related tax-exempt organization. Compensation determinations of flower hospital'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.”

“Flower hospital is a health facility that is a subsidiary of promedica health system, inc. (phs). Flower hospital holds an intercompany note payable to the toledo hospital, which is also a subsidiary of phs. The note payable represents flower hospital's portion of taxable and tax-exempt bonds issued by promedica healthcare obligated group.”

“Beneficial interest in foundation 5,286,203.”

“Promedica health system, inc. - program service accomplishments established in 1986, promedica health system, inc. (promedica) is a mission-based, locally owned, not-for-profit healthcare organization highly focused on achieving core values. Headquartered in toledo, ohio, promedica serves 28 counties in northwest ohio and southeast michigan and is one of the region's leading healthcare providers. Our stewardship of resources has enabled us to wisely invest in cutting-edge technology, innovative programs and family-centered facilities that help to ensure patients and area residents have equal access to high-quality, safe care in the most appropriate setting, regardless of a patient's ability to pay. Based on needs that we have assessed within the communities we serve, promedica launched new services and programs in 2017 to help meet the growing demands of local consumers across all spectrums of life, including those individuals who are often the most vulnerable when it comes to health care: the elderly, poor and underserved. Promedica's mission is to improve the health and well-being of those we serve. This is reflected in our four core values, including: compassion - we treat our patients and each other with respect, integrity and dignity; innovation - we continually search to find a better way forward; teamwork - we partner with others because we are better together than apart; and excellence - we strive to be the best in all we do. Promedica and its affiliates comprise 220 sites, more than 2,000 physicians and approximately 17,000 employees and volunteers. During 2017, promedica discharged 66,395 inpatients and served 1,195,393 outpatients, while handling 286,408 emergency visits system-wide as well as 77,180 urgent care visits and more than 800 virtual visits through promedica ondemand. Among the region's largest employers, promedica plays a significant role in economic development and stability in our region. During 2017, for every one dollar of revenue, another 27 cents was created in our service-area economy, with a total economic output of $4.0 billion. We also create a direct economic impact with our revenue, payroll and employment. Additionally, spending on services and materials with vendors in our region creates an indirect economic benefit. Our physicians and providers, leadership team members, physicians and residents, and employees individually contribute personal resources to the community in numerous ways - such as through tutoring elementary students in reading and other life skills, providing monthly health lectures at local senior centers, generously contributing to community fundraising campaigns such as united way, participating in medical missions, serving on local not-for-profit boards, and donating nonperishable foods and clothing items to numerous local community organizations and churches - underscoring a key benefit of promedica being locally owned and operated. Promedica's member and affiliate hospitals include: the toledo hospital; toledo children's hospital (operating as part of the toledo hospital); promedica wildwood orthopaedic and spine hospital (a division of the toledo hospital); flower hospital; fostoria hospital association; defiance hospital, inc.; bay park community hospital; herrick memorial hospital, inc.; emma l. Bixby medical center; memorial hospital; and mercy memorial hospital corporation. In 2017 promedica also provided integrated services, comprised of: - promedica continuing care services corporation, providing rehabilitation, hospice, home care, ambulatory and senior services, community health, medical transportation services, and care coordination. - promedica physician group (promedica physicians), with approximately 900 healthcare providers, including primary care, obstetrics and specialty physicians, as well as advanced practice providers. Together, this group helps promedica broaden the care we offer to area residents, including in smaller, outlying communities. - promedi”

“Technologies, and outreach efforts to meet the ever-changing needs of its diverse populations. In direct response to community needs, a few examples from 2017 include the following: - in 2017, promedica established the ebeid promise, a 10-year, $50 million community revitalization initiative thanks to a generous $28.5 million gift from the family of philanthropist and former board member russell j. Ebeid. The ebeid promise will expand the scope and purpose of the ebeid institute with a key focus on the social determinants of health - health, nutrition, education, job creation, and family stability. This long-term investment will start with the uptown toledo neighborhood and be expanded to toledo's monroe street corridor, near promedica toledo hospital. Plans include replicating this concept in communities across promedica's service area in coming years. - promedica also established a national research center devoted to studying the impact of social determinants of health on individuals and communities. The center is being developed in cooperation with the university of toledo college of medicine and life sciences. It will be one of the first of its kind in the nation and uses a multidisciplinary approach to understand and propose solutions to address the conditions in which people are born, live, work and age that affect their health and well-being. - three promedica hospitals received a 5-star rating from the centers for medicare and medicaid services (cms) in its most recent comparison of acute care quality. The three hospitals are promedica bay park, memorial and toledo hospitals. The cms star rating system is a way of summarizing and comparing hospitals across the nation based on a standardized set of metrics and definitions. The star rating examines more than 50 inpatient and outpatient measures that indicate good patient outcomes such as 30-day mortality (heart attack, heart failure, pneumonia), 30-day readmissions, inpatient satisfaction, hospital acquired infections, and more. - promedica continues to emphasize a culture of safety across its hospitals and outpatient services. The year-end serious safety event rate (sser) was 0.65, reflecting a 20% decrease in serious safety events. - in 2017, promedica opened its new headquarters in downtown toledo, ohio, bringing nearly 1,000 employees to the area and supporting downtown revitalization and economic growth. - in 2017, promedica welcomed 130 residents/fellows and 460 medical students from the university of toledo college of medicine and life sciences as part of the academic affiliation created in 2015. The collaboration is helping to advance medical education and clinical research in northwest ohio, building a legacy model of health care that will benefit community members across the region for generations to come. - promedica broke ground for its new lenawee county hospital in michigan, to be named the promedica charles and virginia hickman hospital. The hickman family gift is the largest donation in the history of promedica and will allow for the consolidation of the promedica bixby and herrick hospitals into one location to better serve the lenawee county community. - promedica completed the roll out of its new electronic health record (ehr), epic, in 2017 and upgraded the entire system to the most recent version of epic. The upgraded version allows promedica to take advantage of some of the many enhancements that epic has made to its software based on input from customers. Epic further enables one patient, one record, and one bill for patients regardless of service provided or the location of service across promedica. - paramount implemented the final phase of its new trucare care management system. The trucare system moves paramount to a state-of-the-art care management system and provides many operational efficiencies that allow paramount to meet the rigorous care management demands that are required to serve the medicaid population in ohio. - promedica physicians”

“Teens ages 16 - 19 with mentors in departments such as human resources, radiology, dietary, and information technology to learn skills including customer service, punctuality and being accountable to others. - promedica innovation's business incubator allows client companies in the healthcare field to accelerate development and commercialization of medical devices and health information technology to improve patient care locally and nationally. - additionally, in 2017, promedica innovations formed a collaborative organization called nexttech with the university of toledo, bowling green state university, and mercy health. Nexttech received the ohio third frontier grant of $8.7 million to serve as the entrepreneurial services provider (esp) for 18 counties in northwest ohio. The esp offers a network of entrepreneurial services and capital to accelerate the growth of early stage ohio technology companies. In 2017, promedica contributed $191,681,000 in community benefit through community benefit expenditures, financial assistance and government-sponsored, means-tested health care. These numbers not only indicate promedica's long-standing commitment to the community, but also fulfill our not-for-profit status by improving the health and well-being of residents in the communities we serve. Specifically, through community health improvement services, health professions education, subsidized health services, cash and in-kind contributions, and other community benefit operations, promedica contributed $50,124,000 in 2017. These programs included free community health screenings, such as diabetes testing, blood pressure, bone density, body mass, and cancer checkups; mammogram screenings for low-income and uninsured women; childhood immunizations; reduced-cost school-athletic physicals; first-aid coverage at community events; volunteer elementary school mentors; public health education lectures and seminars; a childhood obesity program; and many other community-based initiatives. Promedica also contributed $11,054,000 in financial assistance for patients who did not have the financial resources to pay for hospital services. This amount represents the cost to provide service and does not include the costs for accounts that are written off to bad debt for patients who do not pay their bills. In addition, promedica's cost of bad debt for 2017 was $28,737,000. This amount is not included in the community benefit amount of $191,681,000 noted above. Further, promedica continues to be a leading participant in the lucas county carenet initiative - a collaborative effort among promedica, mercy health partners, the university of toledo medical center, the city of toledo, and others. Carenet was created to provide free or lower-cost health care for low-income lucas county residents. Established in 2003, carenet bridges the gap between adults without health insurance and needed healthcare services. While some individuals may qualify for governmental insurance programs such as medicaid, others do not; it is for these individuals that carenet was established. Additionally during 2017, promedica provided $130,504,000 of community benefit through the cost - not reimbursed by the government - for treating medicaid and other means-tested patients. Promedica's total cost - not reimbursed by the government - for treating medicare patients during 2017 was $139,149,000 and is not reflected in the community benefit amount of $191,681,000 noted above. Indeed, promedica goes beyond industry standards in meeting the goal of providing care to everyone, regardless of their ability to pay. We provide hospital care free-of-charge to all families without insurance with incomes at or below 200% of the federal poverty level. In addition to free care for those families under this federal poverty level, promedica hospitals provide significant discounts to families with incomes of up to 400% of the federal poverty level. In many situations, other funding sources are secure”

“Flower hospital (d/b/a promedica flower hospital) is a member of promedica health system, inc. (promedica), a mission-based, locally owned, nonprofit healthcare organization highly focused on achieving core values. Headquartered in toledo, ohio, promedica serves 28 counties in northwest ohio and southeast michigan, and is one of the region's leading healthcare providers. Our stewardship of resources has enabled us to wisely invest in patient-centered care, advanced technology, innovative programs, and family-oriented facilities that help to ensure patients and area residents have equal access to high-quality, safe care in the most appropriate setting, regardless of patients' ability to pay. A 315-bed facility in sylvania, ohio, promedica flower hospital (fh) provides extensive healthcare services such as emergency medicine; inpatient rehabilitation; surgical services; cardiac and pulmonary rehabilitation; inpatient adult psychiatric care; labor and delivery; inpatient and outpatient oncology services; and a full range of diagnostic, laboratory and radiology services. The fh campus also is home to senior and assisted-living facilities, including the goerlich center, ebeid hospice residence, and the heartland at promedica skilled nursing and rehabilitation facility. Additional services are offered through tertiary care by the toledo hospital and toledo children's hospital. Striving to improve patient care and clinical excellence, fh is certified as a primary stroke center by the joint commission. In 2017, fh was named to the list of 100 great community hospitals by becker's. The hospitals included on this list are recognized for quality, patient satisfaction, and overall excellence. Fh also received the healthgrades 2017 distinguished hospital award for clinical excellence. Fh also has been recognized as a get with the guidelines - gold plus award winner by the american heart association and american stroke association for meeting the latest research-based standards for stroke care. Additionally, the hickman cancer center holds accreditation with commendation from the american college of surgeons, which is the highest level award of accreditation. Fh's inpatient psychiatric unit is the largest in northwest ohio and southeast michigan and offers a variety of programs and services as well as state-of-the-art features. Fh served 11,294 inpatients and 158,526 outpatients in 2017. Further, 33,488 individuals sought emergency care at fh. The hospital contributed $16,721,000 in community benefit through community benefit expenditures, financial assistance and government-sponsored, means-tested health care. Through community health improvement services, health professions education, subsidized health services, cash and in-kind contributions, and other community benefit operations, fh contributed $1,863,000 to the community during 2017. Included in this amount are activities and programs such as: - various health screenings at the hospital and across the community, including cancer screenings; - donations to nonprofit organizations and event sponsorship grants to community activities throughout sylvania and the surrounding area; - sponsorship of regular american red cross blood drives on campus throughout the year to assist with community and patient blood needs; - promedica physicians cardiologists and hematologists/oncologists teamed up to begin offering care to cancer patients at risk for heart disease or damage that is the result of their treatment; - various cancer and stroke support groups for patients and community members; - a breast care program that routinely assists women who are uninsured and underinsured, to help ensure mammograms and breast cancer education are available to all individuals needing care. Fh provided a significant amount of financial assistance to the community during 2017, of which $1,717,000 represented uncompensated amounts for treatment to those patients who did not have the financial resources to pay for”

“Promedica health system, inc. And its subsidiaries (promedica) prepares its community benefit reports consistent with guidelines published by the catholic health association of the united states and consistent with form 990, schedule h, hospitals, reporting. Community benefits are programs and activities that provide treatment and/or promote health and healing as a response to identified community needs. Community benefits reported by promedica respond to identified community needs and meet at least one of the following criteria: - improve access to healthcare service. - enhance the health of the community. - advance healthcare knowledge. - relieve or reduce the burden of government or other community efforts. Financial assistance consistent with its mission, promedica provides a significant amount of financial assistance to patients with limited or no ability to pay their bill. Promedica hospitals provide free care to those uninsured patients with incomes up to 200% of the federal poverty level. Significant discounts are also provided on a sliding scale to uninsured patients up to 400% of the federal poverty level. Financial assistance is reported in the form of cost to provide services and has been reduced to reflect reimbursement received from state programs designed to relieve the burden of providing financial assistance. The cost of financial assistance does not include the costs for accounts that are written off to bad debt for patients that do not pay their bill. Government-sponsored health care government-sponsored health care include services that are reimbursed or partially reimbursed through government means-tested programs such as medicaid. Promedica includes the unpaid costs of these public programs to the extent that payments received are less than the costs of providing services. The unpaid costs of treating medicare patients is reported separately and is not included in promedica's community benefit report. Additionally, the cost of financial assistance has been eliminated from any amounts reported in this category. Community health improvement services & community benefit operations community health improvement services include activities carried out for the express purpose of improving community health. These activities generally do not generate inpatient or outpatient bills as they extend beyond patient care activities and are subsidized by promedica. Community benefit operations include costs associated with dedicated staff, community health need and/or assessment, and other costs associated with community benefit planning and administration. Health professions education health professions education include costs for all educational programs promedica is involved with, the provision of a clinical setting for training for healthcare students outside the organization, and funding for healthcare education. Subsidized health services subsidized health services are services provided to the community despite a financial loss. These services generate a bill for reimbursement, and include clinical patient care services that are provided because they are needed in the community and other providers are unwilling, or unable, to provide the services, or the services otherwise would not be available to meet community needs. Research research activities include clinical and community health research, as well as studies on healthcare delivery. The amount reported for promedica is reduced by any external subsidies, such as grants. Cash and in-kind contributions cash and in-kind contributions include funds and in-kind services donated to community organizations and the community at large. In-kind services include hours donated by staff for community needs while on work time; as well as donations of food, equipment and supplies.”