Community Home Health Services Inc

“See form 990, part i, line 4 reference on schedule o above”

“Related party information among officers the directors of chhs, bryan a. Mills, jason fahrlander, kyle fisher, karen ann lloyd, michelle mahaffey, patrick mcgill, m.d., diane mcdaniel, and ramaro yeleti, m.d. Are also directors and/or officers of chnw and are employed by chnw.”

“Management delegated chhs has delegated exclusive authority to chnw, acting through chnw's board of directors, in the following substantive areas: strategic planning, capital access, budgeting and allocation; audit and compliance; executive compensation; and dispute resolution. In addition, chnw must approve any modification, repeal, amendment, or restatement of chhs' articles of incorporation. Finally, chnw must approve any sale or disposition of substantially all of the assets of chhs.”

“Classes of members or stockholders chnw is the sole member of chhs.”

“Decisions subject to approval of members the following governance items require the written approval of chnw: a) amendment of organizational documents; b) the incurrence of any unbudgeted indebtedness or loans above $500,000; c) the formation of legal entities, the sale, transfer or substantial change in use of all or substantially all of the assets of chhs, or the divesture, dissolution, closure, merger, consolidation or reorganization of chhs; d) the acquisition, sale, lease, transfer or other alienation of property when such transaction is above $100,000, during any fiscal year; e) disposition of assets on dissolution; f) approval of the annual capital and operating budgets, plans, or forecasts approved by the board; g) the selection of the independent auditing firm either directly or through chnw's audit and compliance committee; h) the determination of physician and ceo compensation either directly or through chnw's compensation committee; i) all unbudgeted capital improvements, additions and structural changes to the property greater than the budgeted amount by $100,000 per fiscal year in the aggregate; j) strategic plans; k) the hiring and firing of the ceo subject to the prior opportunity for the board to review and comment; and l) the commencement or discontinuation of any line of business or healthcare services to be provided at chhs facilities.”

“Organization's process to review form 990 as discussed in part i, line 4, chhs has delegated authority for audit, compliance, finance and executive compensation to chnw, including specifically the preparation and review of chhs's form 990. Chnw's board of directors has delegated authority for the review of chhs' form 990 to two committees composed of independent outside directors: a) the network executive compensation committee reviewed the compensation aspects of chhs' form 990, and b) the network finance committee reviewed the remainder of the chhs' form 990. In addition, chhs' outside accounting firm and law firm reviewed the form 990 prior to filing. Chhs and chnw utilized this process to ensure that chhs' form 990 received substantive review by directors and professionals with specific knowledge of chhs' activities and extensive financial, accounting, and tax expertise.”

“Enforcement of conflicts policy as discussed in part i, line 4, chhs has delegated authority for audit and compliance to chnw. Chnw has adopted a conflict of interest policy that applies to chhs. The conflict of interest policy requires directors, officers, and key employees to submit an annual conflict of interest disclosure. The annual disclosure requires directors, officers, and key employees to disclose, in writing, any known financial interest that the individual (together with family members) has in any business entity that transacts business with chhs. In addition, directors, officers, and key employees are required to immediately disclose any possible conflict of interest that arises mid-year in relation to a proposed transaction. The conflict of interest policy requires that any individual with a conflict be recused from the decision making process, that independent directors or committee members determine that the proposed transaction is in the best interest of chhs, and the transaction must be approved by a vote of independent directors or committee members without the participation of any interested individual. The annual conflict disclosure statements are submitted to, and reviewed by, chnw's audit committee, composed of independent directors. In addition, the executive staff and general counsel of the network are responsible for monitoring any possible conflict transactions that arise and managing them to ensure that all transactions represent arms length, fair market value terms for the benefit of chhs.”

“Compensation process for top official as discussed in part i, line 4, chhs has delegated authority for executive compensation to chnw. Chnw has adopted an executive compensation and intermediate sanctions policy that applies to chhs. The purpose of the policy is to ensure that chhs' compensation arrangements with related parties are evaluated and entered at arms length and that any compensation that is paid to a related party is reasonable and reflects fair market value. This policy encourages the application of the rebuttable presumption standard of code section 4958 and the related treasury regulations by: a) excluding any interested party from the decision making process, b) requiring disinterested board or committee members to obtain and rely upon comparability data when setting the proposed compensation terms, c) requiring approval of the transaction in advance by disinterested directors or committee members, and d) requiring contemporaneous documentation (i.e. Minutes) reflecting the decision and the process by which it was made. Chnw also delegated authority regarding chhs' executive compensation to a) the network executive compensation committee, composed of independent outside directors, which is responsible for applying the terms and process of the executive compensation and intermediate sanctions policy as outlined above, and b) the network chief human resources officer who is responsible for obtaining comparative salary market data for the chief executive officer, officers, and key employees, engaging an independent compensation consultant to provide reasonable compensation analysis and/or confirm the reasonableness of compensation, and providing staff support to the network executive compensation committee. During 2022, the network executive compensation committee followed this process for all senior executive leaders. Form 990, part vi, line 15b - compensation process for officers see line 15a above”

“Governing documents disclosure explanation a) the articles of incorporation and business entity report are on file with the indiana secretary of state and are available to the public upon request to the indiana secretary of state or free of charge on the secretary of state's website. B) as a member of the network, chhs has adopted the network conflict of interest policy. While this policy is not available to the public, the network's definition of a conflict of interest and how to report such an incident is described in the network responsibility and compliance program ("nrcp") manual which is posted on the network's website, ecommunity.com. This manual is available for the public to review. C) chhs does not have individually audited financial statements. Its financial results are included in the consolidated financial statements of chnw and affiliates. As such, there are no individual financial statements to post. Chhs does file the 990 tax return on an annual basis which is available upon request and/or available on a delayed basis on guidestar.org. D) community health network, inc. And affiliates provide any document open to public inspection upon request.”

“Community home health services, inc. ("chhs") is an affiliate of community health network ("the network"), an integrated health delivery system. Chhs together with the other tax-exempt affiliates of the network, is controlled by a tax-exempt parent organization, community health network, inc. ("chnw"). Chhs' bylaws authorize the member, chnw, to elect the board of directors. Chnw exercises control over chhs through a series of governance rights: a) chnw is the sole member of chhs; b) chhs has delegated exclusive authority to chnw, acting through chnw's board of directors, in the following substantive areas: strategic planning; capital access, budgeting and allocation; audit and compliance; executive compensation; and dispute resolution; c) chnw must approve any modification, repeal, amendment, or restatement of chhs' articles of incorporation; and d) chnw must approve any sale or disposition of substantially all of the assets of chhs. With regard to executive compensation, chnw has delegated authority to review and approve executive compensation, including chhs' executives, to a network executive compensation committee composed of independent outside directors. In sum, chhs has removed any risk of inappropriate related party transactions by delegating (through chnw) its executive compensation decisions to a network executive compensation committee and its conflict of interest decisions to a network audit committee, with each committee composed of independent outside directors.”

“Chhs employees are leased from community health network, inc.”

“Form 1099s were processed under the name and federal identification number of community health network, inc.”

“Purchased services: program service expenses 0. Management and general expenses 1,719,935. Fundraising expenses 0. Total expenses 1,719,935. Billing fees: program service expenses 32. Management and general expenses 0. Fundraising expenses 0. Total expenses 32.”

“Reclassification of intercompany balances 95,889,467.”