Community Hospital South Inc

“See form 990, part 1, line 4 reference on schedule o above”

“Related party information among officers the board of directors for chs is also the board of directors for community health network, inc. ("chnw"), community physicians of indiana, inc. ("cpi"), and effective october 3, 2024, community hospital westfield, inc. ("chw"). The following directors/officers/key employees of chs are also employed by chnw: jason fahrlander, kyle b. Fisher, robin ledyard, m.d. Bryan a. Mills, and elizabeth s. Tharp, m.b.a., b.s.n., r.n. And annette moore, m.d. And charles platz, m.d. Are also employed by cpi.”

“Management delegated chs has delegated exclusive authority to chnw, its sole member, 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 chs' articles of incorporation. Finally, chnw must approve any material sale or disposition of the assets of chs.”

“The bylaws were amended and now require that the chief financial officer ("cfo") must be an employee of the member or one of the member's affiliates.”

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

“Decisions subject to approval of members the following governance decisions require the approval of chnw, acting through its board of directors: 1) the adoption of any amendment to the articles or the bylaws, upon recommendations from the board, unless required by regulatory or legislative changes 2) the incurrence of any unbudgeted loans or other indebtedness in an aggregate amount greater than $750,000 3) the formation of legal entities, the sale, transfer or substantial change in use of all or substantially all of the assets of corporation, or the divesture, dissolution, closure, merger, consolidation or reorganization of the corporation 4) the acquisition, sale, lease, transfer or other alienation of property of the corporation, other than in the usual and regular course of the corporation's business, when such an acquisition, sale, lease, transfer or other alienation is above $500,000, during any fiscal year of the corporation 5) any disposition of the assets of the corporation at the time of dissolution 6) approval of the annual capital and operating budgets, plans, or forecasts approved by the board 7) the selection, evaluation and termination of the independent auditing firm for the corporation, either directly or through the member's audit, compliance and finance committee 8) the determination of compensation for: i) employed physicians; and ii) the corporation's president 9) all unbudgeted capital improvements, additions, and structural changes to the property greater than the budgeted amount by $500,000 per fiscal year in the aggregate 10) approval of the corporation's strategic plans 11) except as otherwise provided in the articles or the bylaws, the hiring, evaluation and termination of the corporation's president, subject to the prior opportunity for the board to review and comment and 12) the commencement or discontinuation of any line of business or healthcare services to be provided at the corporation's facilities”

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

“Enforcement of conflicts policy as discussed in part i, line 4, chnw has assumed responsibility for chs' audit and compliance matters. Chnw has adopted a conflict of interest policy that applies to chs. 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 chs. 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 chs, 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 chs.”

“Compensation process for top official as discussed in part i, line 4, chnw has assumed responsibility for chs' executive compensation matters. Chnw has adopted an executive compensation and intermediate sanctions policy that applies to chs. The purpose of the policy is to ensure that chs' 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 chs' 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 2024, 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 15 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 an affiliate of chnw, chs has adopted the network conflict of interest policy. While this policy is not available to the public, the network's definition of conflict of interest and how to report such an incident is described in the network responsbility 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) chs 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. Chs 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.”

“Compensation to f a wilhelm construction co inc. Includes material costs. Compensation to boston scientific corporation includes materials as well as services.”

“Community hospital south, inc. ("chs") is an affiliate of community health network ("the network"), an integrated health delivery system. Chs is controlled by its parent, community health network, inc. ("chnw"), the tax-exempt parent of the integrated health delivery system. Chs' articles of incorporation and bylaws designate the members of the board of directors of chnw to be the directors of chs. Chnw exercises control over chs through a series of governance rights: a) chnw is the sole member of chs; b) chs 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 chs' articles of incorporation; and d) chnw must approve any sale or disposition of substantially all of the assets of chs. With regard to executive compensation, chnw has delegated authority to review and approve executive compensation, including chs' executives, to a network executive compensation committee composed of independent outside directors. In sum, chs 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 oversight and compliance to a network audit committee, with each committee composed of independent outside directors.”

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

“Community hospital south, inc. ("chs") does provide assistance to individuals pursuant to chnw's charitable care policy, but such assistance does not show up as an expenditure on the income and expense statement, therefore this question is answered no.”

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

“Professional fees: program service expenses 259,589. Management and general expenses 2,469,609. Fundraising expenses 0. Total expenses 2,729,198. Purchased services: program service expenses 3,006,528. Management and general expenses 5,356,514. Fundraising expenses 0. Total expenses 8,363,042. Lab expenses: program service expenses 3,062,864. Management and general expenses 5,456,885. Fundraising expenses 0. Total expenses 8,519,749. Hospitalist expense: program service expenses 4,457,212. Management and general expenses 7,941,093. Fundraising expenses 0. Total expenses 12,398,305. Network expenses: program service expenses 17,102,466. Management and general expenses 30,470,228. Fundraising expenses 0. Total expenses 47,572,694.”

“Reclassification of intercompany balances 11,576,489.”