Vanderbilt University Medical Center

“As a result of VUMC's continuing relationship with Vanderbilt University, David W. Patterson, Robert C. Schiff, Jr., Gregory Scott Allen, and Daniel Diermeier serve on the Vanderbilt University Board of Trust and were appointed by Vanderbilt University to serve on the VUMC Board of Directors.”

“The executive committee of the board of the directors consists of at least three directors, including the board chairperson, the ceo of vumc, and the chancellor of vanderbilt university. The executive committee is empowered to exercise all of the powers of the board when the board is not in session, subject to certain restrictions involving major corporate decisions.”

“VUMC adopted amended bylaws on June 2, 2021 to incorporate the following changes: Section 3.4 was amended to add a procedure through which a Board member may submit a written request for one-time waiver of applicable term limits limiting Board service, subject to approval by the affirmative vote of 80% of remaining Board members. Section 4.2 was amended to add a provision permitting persons other than Board members to be appointed as voting members of Board Committees other than the Board's Executive Committee, subject to the requirement that Board members must still comprise a majority of voting members of each such Committee.”

“The Form 990 is prepared by VUMC and provided to Ernst & Young, VUMC's independent accounting firm for review. After review by Ernst & Young, VUMC provides a draft copy of the Form 990 and all required schedules for review to all General Officers, which includes the Chief Executive Officer, Chief Financial Officer and Secretary. Once this review process is complete, the Audit and Compliance Committee is provided electronic access to the draft Form 990 and all required schedules for review. The final Form 990 and all required schedules are made available to the full Board of Directors for review prior to the filing of the return.”

“VUMC has a conflict of interest ("COI") policy, which requires that all staff members and VUMC employed faculty complete a Conflict of Interest form annually, disclosing any potential conflicts of interest. If a conflict is disclosed by a staff member, the conflict is reviewed by the individual's supervisor and the COI director, in the Office of Legal Affairs, which reports to the VUMC General Counsel / Corporate Secretary. For VUMC employed faculty, disclosed conflicts are reviewed by the faculty member's department chair and the Associate Dean for Faculty Affairs. VUMC has a Conflict of Interest Committee which consists of representatives from relevant areas across VUMC and are appointed by the CEO upon the recommendation of the Chief of Clinical Staff. The Chief of Clinical Staff serves as chair of the committee. The Conflict of Interest Committee is responsible for reviewing conflict of interest cases of VUMC employees (including those holding VU faculty appointments) where a decision is not made after the initial review of the disclosure; and where VUMC as a party, or in which VUMC as an institution, is subject to a conflict of interest. Any reported conflict is managed or eliminated as appropriate. The Conflict of Interest Committee reports semiannually to the VUMC Board Audit & Compliance Committee. Members of the Board of Directors also must complete annual Conflict of Interest Disclosures. Those with disclosed potential conflicts of interest are presented to the Audit and Compliance Committee of the Board of Directors, along with their respective management action plans, where applicable. Management plans may include restrictions on members, such as recusing themselves during deliberations and decisions in which a potential conflict may exist, with the minutes of the meeting reflecting their recusal.”

“FORM 990, PART VI, LINES 15A & 15B - To ensure that VUMC is paying reasonable total compensation, is not violating the private inurement prohibition, which requires that none of the organization's income or assets unreasonably benefit any of its directors, officers, or key employees, and is in compliance with the intermediate sanctions provisions with respect to the general officers, VUMC's Board of Directors has designated the Management Development and Compensation Committee made up of outside, independent, board members to review and recommend to the Executive Committee of the Board of Directors the total compensation annually for the general officers. The committee utilizes an outside consulting firm to provide expert information regarding industry-wide compensation norms and compliance with all Internal Revenue Service rules concerning executive compensation, including the Internal Revenue Code provision related to intermediate sanctions, deferred compensation, and private inurement. The Management Development and Compensation Committee reviews the executive compensation philosophy and affirms that it is in line with the Board's expectation. Each year the total compensation review and recommendations are recorded in the minutes of the Management Development and Compensation Committee meetings. The full Board is informed annually of the total compensation of the general officers during private session.”

“VUMC's governing documents are made available for public inspection upon request. VUMC's financial statements are posted to the EMMA (Electronic Municipal Market Access) website. The conflict of interest policy is available on the following website: https://www.vumc.org/faculty/policies-procedures (Please use lowercase to access the website).”

“Vanderbilt University Medical Center ("VUMC") is one of the nation's longest serving and most prestigious academic medical centers. Through its historic bond with Vanderbilt University, VUMC cultivates distinguished research and educational programs to advance a clinical enterprise that provides compassionate and personalized care and support for millions of patients and family members each year. World-leading academic departments and comprehensive centers of excellence pursue scientific discoveries, transformational educational and clinical advancements across the entire spectrum of health and disease. The Medical Center's vision is to be the world leader in advancing personalized health while its mission is personalizing the patient experience through its caring spirit and remarkable capabilities.”

“4a. Patient Services - VUMC provides high quality medical and health care services regardless of race, creed, gender, national origin, handicap, age or ability to pay. Although reimbursement for services rendered is critical to the operation and stability of VUMC, it is recognized that not all individuals possess the ability to purchase essential medical services, and further that part of VUMC's mission is to serve the community. Therefore, in keeping with VUMC's commitment to serve all members of its community, free care and/or subsidized care, care provided to persons covered by governmental programs at below cost, and health activities and programs to support the community are provided where the need and/or an individual's inability to pay coexists. These activities include wellness programs, community education programs, special programs for the elderly, handicapped, medically underserved, and a variety of broad community support activities. Charity care is also provided through many reduced-price services and free programs offered throughout the year based upon activities and services which VUMC believes will serve a bona fide community health need. During the fiscal year, VUMC serviced 71,297 inpatients and 2,521,400 emergency and outpatient clinic visits. Since the outset of the COVID-19 pandemic, VUMC has diagnosed more than 60,000 individuals infected with various strains of the COVID virus and has cared for tens of thousands of critically ill inpatients across its hospital system. VUMC's Walk-In Clinics have averaged caring for more than 1,000 COVID patients per day during multiple waves of the pandemic. Throughout the pandemic, VUMC has served as a national and regional resource for expert information, providing advice to the public while its experts addressed thousands of different COVID-related topics through interviews with the news media. This information has educated, calmed and improved the health of the public as a result. VUMC's leadership in the delivery of academically based health care is recognized by the nation's most trusted advisory bodies and reporting organizations, including the National Academies, the Magnet Recognition Program, U.S. News & World Report, Becker's Hospital Review and others: * U.S. News & World Report: for 2021 Vanderbilt University Medical Center named to the 'Honor Roll' of the nation's top 20 hospitals, No. 1 hospital in Tennessee for the 10th consecutive year; No.1 Metro Nashville; 9 adult clinical specialties ranked among the nation's best; Monroe Carell Jr. Children's Hospital at Vanderbilt is named as one of the elite children's hospital in the nation by U.S. News, and No. 1 in the Southeast and No. 1 in Tennessee with 10 out of 10 specialties nationally ranked in 2020 * Becker's Hospital Review: one of the "100 Great Hospitals in America," the only health care facility in Tennessee to make the list in 2021 * National Institutes of Health: Vanderbilt University School of Medicine currently ranked 9th among the top grant awardees for medical research in the U.S. as of December 2020. * Magnet Designation from American Nurses Credentialing Center: Vanderbilt University Medical Center is the only organization in Middle Tennessee that has been Magnet-designated three consecutive times * For the 10th time, VUMC was named a Leader in LGBTQ Healthcare Equality by the Human Rights Campaign Healthcare Equality Index (HEI) in 2020. VUMC is the only healthcare organization in Tennessee to be similarly recognized for its commitment to adopting LGBTQ-inclusive patient, visitation and employment policies. * The CEO Roundtable on Cancer re-accredited VUMC as a CEO Cancer Gold Standard employer for VUMC's efforts to reduce the risk of cancer for employees and their families. VUMC has earned the CEO Cancer Gold Standard designation every year since 2008. Along with the various national rankings, there are several VUMC programs unique to Tennessee or the region, which include: * Only Level 1 (”

“4b. Academic and Scientific Research - VUMC is an internationally recognized research institution. A majority of VUMC's research funding, including substantial support from the National Institutes of Health, is received from the federal government. Funding is also received from foundations, associations, corporations, and other sources. VUMC's researchers are at the forefront of discovery and are posing innovative solutions to some of the most challenging questions about diseases affecting humankind. VUMC's programs in Graduate Medical Education are consistently among the most selective, and are nationally recognized for their diversity & inclusion, innovation and capacity to transform the educational experience, while the breadth of the scientific discoveries we make are propelled by a research enterprise that is consistently ranked among the nation's top recipients in total federal funding. For more information regarding research at Vanderbilt University Medical Center visit: https://www.vumc.org/oor/ (Please use lowercase to access the website)”

“(Expenses $ 136,386,988 including grants of $ 0)(Revenue $ 893,925,289) 4d. Other Program Services - Other program services include public health service, academic support, institutional support, and other auxiliary services. Vanderbilt University Medical Center engages in a variety of public service projects, including, but not limited to formulating new approaches to increase health, safety, quality and outcomes, while decreasing total costs; and many other sponsored community health and educational programs. To read more about VUMC's role in the community, visit https://www.vanderbilthealth.com/main/38766”

“Temporarily and Permanently Restricted Contributions - 46823693; Net Assets Released From Restrictions - -15646920; Endowment Appreciation - 11168900; Change in Non-Controlling Interest Net Assets - 1704056; Other Changes in Net Assets - -4;”