Memorial Health Services Group Return

“Judy shubin and mark schaefer have a business relationship.”

“Memorial health services is the sole corporate member of orange coast memorial medical center (ocmmc), long beach memorial medical center (lbmmc), saddleback memorial medical center (smmc) and memorialcare medical foundation (mcmf).”

“The mhs board, as the tax-exempt parent and corporate member, has the right to elect and remove the members of the governing bodies of lbmmc, ocmmc, smmc and mcmf.”

“The exercise of the following powers is reserved to the corporation's member, memorial health services: a. Adopt mission, philosophy and values statements of the corporation and any amendments or supplements to such statements. B. Amend articles of incorporation or bylaws of the corporation. C. Elect and remove directors of the corporation. D. Sell, lease, exchange, mortgage, pledge or otherwise dispose of all or substantially all, the property and assets of the corporation. E. Merge, consolidate or voluntarily dissolve the corporation. F. Form a subsidiary or enter into an agreement to act as a general partner. G. Retain an attorney or firm of attorneys to provide legal services for the corporation. H. Authorize the purchase of insurance providing coverage for the corporation and its properties as well as the establishment and operation of a program of risk management. I. Retain an accountant or firm of accountants to provide accounting and auditing services for the corporation. J. Adopt annual operating and capital budgets for the corporation. K. Incur indebtedness, as so defined, in accordance with generally accepted accounting principles. L. Authorize any unbudgeted expenditure in excess of $250,000 for capital improvements to the properties owned by the corporation and not approved by the budget procedure. M. Adopt a strategic long-range or master plan for the corporation and to retain any consultants with respect thereto.”

“The 990 was prepared by the accounting department with information gathered from various departments and senior management. The 990 was reviewed by the controllers of each facility and the mhs cio and cfo, prior to filing with the irs. The 990 for memorial health services (mhs) is reviewed by the mhs cio and cfo prior to release to the irs. The cfo reviewed the 990 with the mhs board at the march 2017 board meeting.”

“The mhs legal and finance departments work with mhs tax advisors to develop a conflict of interest survey for all directors, officers, and key employees. This survey seeks information sufficient to identify independent directors for purposes of form 990 reporting, actual and potential "disqualified persons" for purposes of code section 4958, and actual or potential conflicts of interest under applciable state law and/or mhs conflicts of interest policy. As part of the survey process, participants are directed to read, and must certify that they have read and understand, the conflict of interest policy. The results of the survey are shared with the governance committee of the mhs board, the compliance officer, and senior management. Actual conflicts and potential conflicts are identified by management with assistance from the legal department and the compliance department, so that they may be disclosed to the board and subject to review, and if appropriate, approval, pursuant to a rebuttable presumption type of process and in accordance with bylaw provisions that require full disclosure of actual or potential conflicts and further require that any transaction which involves and actual or potential conflict may only be approved if, among other things, the board determines that the transaction is reasonable to the organization and any consideration is consistent with fair market value, and the transaction is approved by a majority of the board without counting the vote of any director who has an interest in the transaction. In addition, mhs has a policy which prohibits gifts that may improperly influence behavior or raise conflict of interest issues, and that policy is also embodied in the mhs code of conduct. All employees are required to read, and certify that they have read, the code of conduct, annually.”

“Frederic w. Cook & co. Is retained by the compensation committee to provide advice and counsel regarding its compensation program provided to memorialcare's senior management (executives). Frederic w. Cook & co. Provides objective, third-party advice on the reasonableness of compensation and benefit levels provided in comparison with those of other similarly situated organizations, and the appropriateness of the overall compensation program in light of the organization's performance and other relevant factors used in determining the reasonableness of compensation. Final review and approval is conducted by the mhs board of directors. Evaluation and review of managers, program directors, directors and executive directors compensation is conducted by the mhs compensation department and approved by the chief human resources officer. Final approval is obtained from the mhs chief operating officer. All management was last reviewed on october 17, 2016.”

“The governing documents and conflict of interest policy are not made available to the general public (its articles are available from the california secretary of state). The financial statements are available to the general public upon request.”

“The following organizations invested in, contributed assets to, or participated in a joint venture or similar arrangement with a taxable entity during the year: smmc and mcmf.”

“Smmc and mcmf have adopted a written policy or procedure requiring them to evaluate their participation in joint venutre arrangements under applicable law, and have taken steps to safeguard the organization's exempt status with respect to such arrangements.”

“On august 3, 2015, lbmmc and smmc sold its outreach laboratory business to an unrelated third party and received cash. A gain is recorded within gain from sale of assets.”

“The following organizations were required to file a schedule b: long beach memorial medical center (lbmmc), orange coast memorial medical center (ocmmc), and saddleback memorial medical center (smmc).”

“The following organizations held assests in endowment funds through related organizations: lbmmc and smmc.”

“The following organization had more than $15,000 of gross receipts from fundraising events: ocmmc.”

“The following organizations operated one or more hospitals: lbmmc, ocmmc and smmc.”

“The following organizations are required to attach their audited financial statements to this return: lbmmc, ocmmc and smmc.”

“The following organizations had business transactions with interested persons: lbmmc and mcmf.”

“The following organization owned 100% of a disregarded entity: smmc and mcmf.”

“The following organizations engaged in lobbying activities: lbmmc, ocmmc, smmc, and mcmf.”

“The following organizations had unrelated business gross income of $1,000 or more during the year: lbmmc, smmc, and mcmf.”

“The following organization provided goods and services to a donor in exchange for a contribution of $75 or more and notified the donor: lbmmc, ocmmc, smmc, and mcmf.”

“Noncontrolling interest adjustment on investments - mcmf -6,940,984. Other changes in fund balance - ocmmc -5,204.”

“The members of the group are included in consolidated audited financials and mhs' audit committee selects an independent auditor on behalf of the consolidated group.”

“The following organization was required to undergo an audit or audits, and completed the audit, as set forth in the single audit act and omb circular a-133 as a result of a federal award: lbmmc.”