Gibson General Hospital

“Classes of members or stockholders: deaconess health system, inc., a tax exempt 501(c)(3) organization, is the sole corporate member of gibson general hospital.”

“Power to elect or appoint: deaconess health system, the sole member of the organization, has the power to appoint and remove each member. The organization governing documents allows for the county commissioners of gibson county, indiana to select one (1) member of the board of trustees; three (3) representatives from the organization's sole member; the mayor of princeton, indiana; the president of gibson general hospital foundation; the chief of staff of gibson general hospital to serve as ex-officio member; and two members of the medical community.”

“The following governance decisions are reserved to the sole member of the organization, deaconess health system. - approval of annual or long-term capital budgets, operating budgets and strategic plans, or any expenditure in excess of $150,000 not included in an approved budget. - the sale or transfer of substantially all of the assets of the corporation or of any key operational assets. - the filing of bankruptcy or similar insolvency process with respect to the corporation. - any transfer of substantial management responsibility with respect to the corporation. - any amendment to the corporation's articles of incorporation or bylaws. - any borrowing equal to or greater than $150,000, or any amendment to financing or loan documents to which the corporation is a party. - any decision to change the name of the hospital, change the hospital campus from a critical access hospital status, relocate or substantially reduce or terminate services to the community. - any decision to reduce the level of charitable services to the community. - any decision relating to the termination of the corporation's employee retirement plan. - adoption of any policies relating to the operation of the board, the corporation, or the hospital that are inconsistent with policies of deaconess. - any of the foregoing actions by the corporation as the owner, member of any of the corporation's subsidiaries or affiliates, including the hospital.”

“Form 990 review process: the process of reviewing the form 990 includes a detailed review of the form and required schedules by the chief financial officer and management. After this review is performed and all questions are answered, the form 990 is presented to the board of directors of deaconess health system at the board meeting prior to the filing date of the form 990. Any additional questions are answered and the final filing is then completed.”

“Conflict of interest policy: the conflict of interest policy is included within the bylaw of the organization and covers all board of trustees. The policy provides procedures to prevent those with duality of interest or possible conflicts of interest from participating in any action that could personally benefit the individual trustee. The ceo and/or board compliance officer review annual written and signed conflict of interest statements that provide any duality of interest or possible conflicts of interest disclosed by all board of trustees. The individual trustee will again disclose to the board when the interest becomes a matter of board action and recues himself or herself from voting on the related issue. The board meeting minutes document the disclosure made, who abstained from voting, and the quorum situation.”

“Compensation process: ceo: the ceo evaluation committee, consisting of four independent and board chair appointment trustee members, evalutates the performance of the ceo on an annual basis and makes compensation-related recommendations to the board prior to the ceo's annual review date for approval. The evaluation committee uses a compensation consultant, compensation survey, and comparative data from simliar organization to determine the ceo's compensation package. All deliberation and decisions are documented in the evaluation committee's minutes. Officers and/or key employees: annual reviews for top management officials are conducted by the ceo. The compensation is annually reviewed and approved by the board of trustees.”

“The hospital's governing documents, conflict of interest policy, and financial statements are available to the public upon written request and board of trustees approval. Written requests should be sent to attn: james childers, at the address listed on page 1 of the form 990.”

“The organization does not have a formal written policy on evaluating participation in a joint venture, however, the organization performs due diligence and involves legal counsel to review any partnerships ensuring that the joint venture would be organized and operated in a manner consistent with the hospital's exempt purpose and status.”

“Purchased services: program service expenses 8,934,194. Management and general expenses 2,414,225. Fundraising expenses 0. Total expenses 11,348,419.”

“The board of trustees assumes responsibility for oversight of the audit of the financial statements and selection of the independent accountant; and no processes have changed from prior year.”