Union Hospital Inc

“Union hospital has one member, union health system, inc., an indiana nonprofit, tax exempt corporation.”

“The organization's member may appoint the hospital board directors with the recommendation of the hospital's board of directors.”

“Governing body decisions subject to approval by the member include: 1. Mission and vision statement changes; 2. Changes to the governing document; 3. Approval and removal of board directors; 4. Incurring debt; 5. Approval, sale, transfer or substantial change in use of all or substantially all of the assets; 6. Formation of a subsidiary; 7. Transfer or encumbrance of the assets; 8. Approval of annual operating budget, capital plan, strategic plan, and business plan; 9. Appointment of the ceo; 10. Transactions over $500,000; and 11. Approval of any management agreements.”

“The process of reviewing the form 990 entails a detailed review of the form 990 by the organization's management. The governing body reviews and approves the form 990 and the final form 990 including requested schedules, as ultimately filed with the irs, are provided to each voting member of the organization's governing body.”

“The written conflict of interest policy is regularly and consistently monitored and compliance enforced by the corporate compliance officer. The scope of this policy includes directors, officers, management, and employees. The policy is in place to avoid personal interests that conflict, or may appear to conflict, with the best interests of union and its affiliates and the communities they serve. The covered persons are to refrain from personal interests, direct or indirect with any third parties. It is the responsibility of officers, management, and employees to scrutinize their transactions and outside business interests and relationships for potential conflicts and to immediately make such disclosures and act accordingly. A self-disclosure from covered persons to the corporate compliance officer is required on any potential conflicts of interest. The covered persons are to refrain from participating in any deliberation or decisions on such transactions. The conflicts disclosed are reviewed and resolved by the corporate compliance officer.”

“The process for determining compensation of sr. Executive or sr. Administrative positions includes a subcommittee of the union hospital's board of directors' executive committee consisting of independent board members whose responsibility includes such review, including review of the ceo's compensation. They gather information and follow the steps set forth below and in turn submit to the full board of directors the recommendations in terms of compensation and benefits for the ceo and sr. Management. A subcommittee of the board of directors' executive committee consists of individuals who are independent and disinterested board members. The ceo is excused from the meeting when his/her compensation/benefits are reviewed both at the committee level and the board level. The steps include: 1. The executive/compensation subcommittee instructs the vp of human resources to retain an outside independent consultant to (1) provide the committee with information, and (2) to review the actions and compensation/benefits to be sure that there is not excessive compensation. The consultant that has been used the past several years is sullivan cotter & associates, inc. Under the process, sullivan cotter first is provided with the names and job descriptions for the sr. Management team that is being evaluated. The independent advisor then submits to the executive/compensation subcommittee comparable information, specifically: commercially available executive health care compensation surveys prepared by independent firms, were referenced to obtain market data for this review: -sullivan cotter: 2023 health care management and executive compensation survey report -mercer: 2023 integrated health networks compensation survey -market data reflecting functionally comparable positions were obtained for all executive positions. -data were abstracted for comparably sized organizations as measured by net revenue. -the data reported represented the 50th, 75th, and 90th percentiles of base salary and total cash compensation (base salary plus actual annual incentive - abbreviated tcc) -that data was also reported with national average, regional average, and indiana average. 2. The executive/compensation subcommittee of union hospital's board of directors takes the data provided by the independent consultants and following a review of the performance of each individual submits to the full board for approval recommendations in terms of salaries, benefits, and bonuses. Final approval is by the board of directors. The ceo does not take part in the discussion or action on his/her salary, benefits, and bonus. 3. Minutes of the executive/compensation subcommittee and the board meetings are contemporaneously kept and maintained with the corporate minute books.”

“The organization does not make the governing documents, conflict of interest policy, or financial statements available to the public.”

“Cardiac rehab group of union hospital clara fairbanks center for women clay city center for family medicine heartland midwives hux cancer center richard g. Lugar center for rural health uh registered dietitian group union center for joint replacement union center for sports medicine union hospital clinton union hospital clinton western indiana rural medicine union hospital cvt/neuro group union hospital family medicine center union hospital health group union hospital hux heart center union hospital medical group union hospital neuroscience union hospital terre haute union hospitalists group wabash valley surgery center west central community hospital”

“Medical professional fees: program service expenses 71,513,831. Management and general expenses 13,563,766. Fundraising expenses 0. Total expenses 85,077,597. Purchased services: program service expenses 35,950,186. Management and general expenses 6,818,540. Fundraising expenses 0. Total expenses 42,768,726.”

“Equity transfer to uapc -65,304,214.”

“The audit committee assumes responsibility for oversight of the audit of the financial statements and no processes have changed from prior year.”