Memorial 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 memorial hospital. As the sole member, phs has the right to (a) nominate and elect a minority of the members and remove (with cause) the members of the board of trustees of memorial hospital, and (b) approve the nominees to fill any vacancies on the board of trustees, a majority of whom are nominated by memorial hospital.”

“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, for 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”

“Memorial 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.”

“Memorial hospital - program service accomplishments memorial hospital (d/b/a promedica memorial 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 states across the country and is one of the nation's leading health systems. 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 100 bed hospital in fremont, ohio, promedica memorial hospital (mh) provides extensive healthcare services such as emergency medicine; surgical services; outpatient physical rehabilitation; heart, vascular and pulmonary care; labor and delivery; mental health services; a wound care clinic, and a full range of laboratory and radiology services. The dorothy l. Kern cancer center on the campus of mh, expands cancer care to patients in the fremont, ohio, area. The cancer center offers outpatient radiation, chemotherapy, and infusion services as well as complementary services such as genetic testing and counseling, healing care, and survivorship care planning. In 2019, mh became a designated lung cancer screening center by the american college of radiology. Mh also received an "a" rating from the leapfrog group for hospital safety, and earned clinical recognition from healthgrades for cardiac, pulmonary, gastrointestinal, and critical care. Mh is also designated as a nurses improving care for healthsystem elders (niche). The niche program is designed to help improve care for patients that are 65 years and older through research and implementation specific industry best practices. Extensive hospital renovations were completed in 2019 to enhance quality of care and the patient experience. A new birthing center now includes six private labor, delivery, recovery, and postpartum rooms as well as one labor tub, two triage rooms, a nursery with larger viewing area, one critical resuscitation room, and new non-stress test room. Other renovations included the relocation of all outpatient services (cardiology, respiratory and pulmonary) to the ground floor, the addition of a new echo lab, ekg room, stress lab, and pulmonary function test room, and a new patient-centered acute care universal unit. In 2019, mh served 1,663 inpatients and 64,575 outpatients. Further, 20,351 individuals sought emergency care at mh. The hospital contributed $5,830,000 in community benefit through community benefit expenditures, and government-sponsored, means-tested health care. Through community health services, community benefit operations, health professions education, subsidized health services, research, and cash and in-kind contributions, mh contributed $947,000 to the community during 2019. Included in this figure are programs and events such as: - walk with ease, a program developed in collaboration with great lakes community action partnership to help prevent falls in older adults. - staff involvement and support of red ribbon week. - community events such as the annual family fest and a senior wellness expo.skin cancer screenings. - participation in safety town, which teaches children about water safety, gun safety, bike safety, first aid, fire safety, and nutrition. Use approved and funded resources from susan g. Komen to provide breast exams and mammograms. Mh provided a significant amount of financial assistance during 2019, of which $604,000 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 do not pay their b”

“Other general services: program service expenses 3,196,434. Management and general expenses 2,449,912. Fundraising expenses 0. Total expenses 5,646,346. Physician services: program service expenses 3,373,092. Management and general expenses 0. Fundraising expenses 0. Total expenses 3,373,092.”

“Beneficial interest in foundation 803,387. Transfers between related entities 5,589,568.”