Parkview Health System Inc.

“The executive committee shall consist of a maximum of nine (9) members, including the following: the parkview health board chair who shall also serve as chair of the committee, the parkview health board vice chair, the parkview health president and chief executive officer and up to six (6) "at large" members nominated annually by the governance committee and appointed by the parkview health board chair. All members shall have voting rights. At the discretion of the chair, others may be invited to participate in executive committee meetings without vote. The executive committee may act on behalf of the corporation in any matter when the board is not in session. In addition, the committee shall perform all responsibilities delegated to it by the board and may exercise all powers of the board; provided, however, the committee may not (i) approve parkview health strategic plans, (ii) fill board vacancies, (iii) amend or repeal the bylaws of parkview health or (iv) take any other action prohibited by law or prohibited by parkview health's bylaws or articles of incorporation. The duties of the executive committee shall be more fully set forth in the executive committee charter approved from time to time by a majority vote of the board. The executive committee shall meet no less frequently than quarterly, on alternate months from the board and shall provide regular reports to the full board.”

“Officer jeanne' wickens, raymond dusman, director alan mcgee, and key employees thomas bond, david jeans, greg johnson, mitchell stucky, have a business relationship as directors on the board of a related entity. Officers jeanne' wickens, rick henvey, and key employees mitchell stucky, philip smith, david storey have business relationships as directors on the boards of related entities. Key employees greg johnson, david jeans and officer jeanne' wickens have a business relationship as directors on the board of a related entity. Officer jeanne' wickens and key employee philip smith have a business relationship as directors on the board of a related entity. Directors margaret brooks and david haist have a business relationship. Directors jerry long and david haist have a business relationship.”

“During 2019, the following significant changes were made to the bylaws of parkview health system, inc.: article iv - board of directors, section 2 - number and qualifications, is as follows: the board of directors shall be composed of no more than twenty-five (25) directors. The composition of the board of directors shall consist of the following: (a) eight (8) ex-officio voting members, who shall consist of a representative of each parkview hospital, parkview whitley hospital, parkview huntington hospital, parkview noble hospital, parkview lagrange hospital, parkview wabash hospital, parkview dekalb hospital and parkview physicians group, which representative shall be the board chair or such other member of the board as designated by the respective board; (b) up to fifteen (15) at-large physician or community leaders; and (c) the president and chief executive officer of the corporation and the chief physician executive of the corporation. A majority of the board of directors shall, at all times, be considered to be independent, as defined by the internal revenue service. Elected directors shall be selected from among persons, including residents of the communities served by the corporation, who have demonstrated their ability to participate effectively in the discharge of corporate responsibilities and who are able and willing to serve and who satisfy the criteria for board participation. Consideration should be given to promote diversity on the board of directors. One of the primary functions of the system board will be to create the vision and strategic plan. As a result, directors shall be individuals who have demonstrated leadership skills, relevant expertise, integrity, demonstrated professional / business success and who are people of vision. When vacancies on the board occur by reason of death, resignation, or otherwise, the number of directors shall be reduced by such vacancies until qualified replacements are elected, as set forth in article iv, section 4. It shall be the duty of directors to attend regular, special and annual meetings.”

“An electronic copy of the organization's final form 990 (including required schedules) was provided to each voting member of the organization's governing body and the system audit committee, prior to filing with the irs. On october 6, 2020, the system audit committee reviewed the form 990 as ultimately filed with the irs. This review included a presentation by the organization's tax preparer to highlight the significant areas on the form 990 and supplemental schedules.”

“As described in article ix section 6, of the parkview health system, inc. (ph) bylaws, ph adopted ph's compliance policy for the organization and its not-for-profit related organizations (and as likewise noted in their bylaws) when addressing conflicts or potential conflicts of interest. This compliance policy (compliance policy #14) requires that each board member, board committee member, and key management personnel must annually complete a conflict of interest form. This information is provided to the chairman of the board (for board and board committee members) and to senior management (for key management personnel). In addition, as to the conduct of board meetings, the following process is followed: "whenever a ph or ph affiliate board or board committee is considering a transaction or arrangement with an organization, entity or individual in which a person covered by this policy has a financial or conflicting interest, the following shall occur: 1. The interested person must disclose the financial or conflicting interest and all material facts to the ph or ph affiliate board or board committee; 2. The interested person with that financial or conflicting interest may make a presentation at the board or board committee meeting regarding the transaction or arrangement however, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement that results in the financial or conflicting interest; and 3. The ph or ph affiliate board or board committee must approve the transaction or arrangement by a majority vote of the board members present at a meeting that has a quorum, not including the vote of the interested person. The interested person may not vote on the matter. A. Upon the request of ph or ph affiliate board or board committee, the matter may be delegated to the ph compliance committee for evaluation, recommendation and/or determination. 4. Whenever a financial or conflicting interest is addressed by a ph or ph affiliate board, notice shall be given to the ph compliance officer / general counsel."”

“Regarding lines 15a and 15b, to the extent that the organization has vice president or above, the organization used a process for determining compensation of the ceo, officers, and key employees. The process includes consultations with an independent compensation advisor and the review of appropriate comparability data; review and approval by the compensation committee of the governing body consisting of members who do not have a conflict of interest concerning the compensation; and contemporaneous documentation and recordkeeping with respect to deliberations and decisions regarding the compensation arrangements. In 2017, the board of parkview health system, inc. Reviewed and approved all executive compensation, benefits and perquisites for the 2017 compensation package, pursuant to the parkview health bylaws. The compensation package was approved by a majority of independent board members. Parkview's independent consultant prepares a competitive compensation analysis using data from multiple published surveys prepared by independent firms for positions that are functionally comparable in similar-sized health systems and hospital organizations on both a regional and national basis. The independent consultant provides a statement of reasonableness of the compensation provided to the ceo as well as all executives at the vice president level and above. All data is shared with the board of directors. The board approves any changes in compensation for the ceo and his direct reports. Approval is also provided for the salary budget for the entire organization. The board reviews and approves the plan documents for the management incentive compensation plan (micp) and the physician and provider incentive compensation plan (picp).”

“Copies of the organization's governing documents, conflict of interest policy, and financial statements are available upon request.”

“Parkview health system, inc. (ph), ein 35-1972384, is the common paying agent for the filing organization as well as related entities. Therefore, all applicable irs tax filings, including forms 1099, 1096, w-2 and w-3 are reported and filed by ph. The total number reported in box 3 of form 1096 and filed by the common paying agent, ph, for the year ended december 31, 2019 was 524. The total number of employees reported on form w-3 and filed by the common paying agent, ph, for the year ended december 31, 2019 was 15,019. For purposes of completing form 990, part v, line 1a and 2a, the number reported for parkview health system, inc. Was 161 and 5,647 respectively.”

“Parkview health system, inc., ein 35-1972384, serves as the common paying agent for all tax-exempt organizations of the system. Salaries and wages of employees working for these organizations are charged directly to the organizations in which they work. The actual expenses for payroll taxes, employee benefits, and pension plan contributions are reflected on the books of parkview health system, inc. For financial reporting purposes. To account for benefit costs on the books of the other tax exempt organizations, an allocation methodology is utilized to charge these organizations with an estimate of the overall costs, referred to as a "benefit allocation" from parkview health system, inc. The allocation does not distinguish between the costs of the various components (i.e. Payroll taxes, employee benefits, and pension plan contributions). Therefore, for purposes of the form 990, part ix, the total benefit allocation for the employees' salaries and wages reported on line 7 is reflected on line 9 and not allocated between lines 8 or 10. For purposes of the form 990, part ix, lines 5 and 6 reflect compensation and benefit amounts reported in part vii.”

“Asset adjustment transfers 95,563. Book/tax diff from k-1's 13,862,715. Amortize bond swap oci 42,600. Closing of note between lghos and pvsys -5,896,241. Adjust oci for pension -36,373,898. Adjust prior year accruals 1,213,947.”

“The amended return reports a change to part vii, section a and schedule j, part ii for michael packnett's deferred compensation only. On the originally filed return, the deferred compensation for michael packnett was incorrectly reported (at part vii, section a and at schedule j, part ii, column (c) of $2,854,466). The amended form 990 shows the correct 2019 deferral of $758,944. This decrease in deferred compensation does not change total expenses at part ix, column a, but results in reclass of line 5, compensation and line 9, other employee benefits.”