Mercyhealth Visiting Nurses Association Inc.

“Vna shall have an executive committee consisting of the officers of vna, the immediate past chairperson and no more than two other directors. During the intervals between the meetings of the board of directors, the executive committee shall possess and may exercise, all of the powers of the board of directors in the management and direction of vna, in such manner as shall be for its best interests, except for those as referenced in the bylaws, section 1. The chairperson of vna shall be the chair of the executive committee. The executive committee shall keep minutes of its meetings and shall report all actions taken by it at the next succeeding regular meeting of the board of directors. A majority of the members of the executive committee shall constitute a quorum for the transaction of its business and any action of the executive committee to be effective must be authorized by the affirmative vote of a majority of those members present. A majority of the members of the executive committee may fix the place of its meetings and otherwise fix its own rules and procedures unless the board of directors or the bylaws shall otherwise provide.”

“Rockford health system (rhs) is the sole corporate member of vna and has the authority to elect members to the board and ultimately has the authority to approve or deny all vna board actions. According to the bylaws, article iv, section i, the sole member shall have powers and voting rights to do the following: (a) approve the election of the board of directors of vna, and remove directors for cause. (b) nominate to vna's board of directors all candidates for selection as the corporation's president and ceo. (c) approve expressly all amendments to the vna's articles of incorporation and by-laws. (d) approve annual budgets and strategic, long-range and health manpower development plans of vna. (e) approve all contracts of indebtedness to the extend not included in the annual budget. (f) approve all capital or operating expenditures over $50,000 to the extent such expenditures were included in the annual budget. (g) approve all plans of merger or consolidation. (h) approve the sale, lease, exchange, mortgage, pledge or other disposition of all or substantially all, the property and assets of vna. (i) approve a voluntary dissolution of the corporation. (j) approve participation in managed care arrangements, and require vna to participate in managed care arrangements as part of an rhs system-wide strategic plan. (k) require the vna board of directors to take any action (including amending vna's articles of incorporation or by-laws), or to modify or rescind an action already taken, if rhs determines that failure to take the action, or to modify or rescind an action already taken, may result in vna's failure to obtain or maintain its exemption as an organization described in section 501(c)(3) of the code.”

“See narrative for form 990, part vi, line 6.”

“See narrative for form 990, part vi, line 6.”

“The data was gathered by the accounting staff with input from vna and rhs executive staffs. The data was reviewed and the form 990 prepared by the rhs staff. Once the form 990 was completed, it was reviewed by an independent accounting firm. A copy of the form 990 was made available to all board members on a secure intracompany website before filing with the irs.”

“Rhs compliance department is responsible for sending out a copy of the policy with the conflict of interest form included each year. Each member of the board is to complete the financial interest disclosure statement which is a part of the policy. The rhs compliance department reviews and retains these statements. If a conflict is identified, all affected parties are informed, potential conflicts are reviewed and appropriate actions are taken as a result of the review. Employees are given the policy and a statement to complete at the beginning of the year or as a new party is hired or joins the vna board.”

“Compensation for executives, including the top management official, is governed by the rhs board of directors (a related organization and sole corporate member of vna). The rhs board has established a total compensation philosophy that directs the compensation practices for all executives from all related entities (including vna). This board has established a compensation committee to establish and review all executive compensation annually based on the established philosophy. An independent external executive compensation firm provides consulting on rhs (including vna) salary ranges and compensation philosophy. The appropriate peer group for compensation comparison purposes is other not-for-profit healthcare systems similar in size and complexity. Rhs generally conducts an analysis of total compensation every three years but may choose to vary from this schedule as determined by the compensation committee. The vna board of directors concedes the authority to set compensation to rhs as the sole corporate member. This process was last completed in 2013.”

“Compensation for executives, including other officers and key employees, is governed by the rhs board of directors (a related organization and sole corporate member of vna). The rhs board has established a total compensation philosophy that directs the compensation practices for all executives from all related entities (including vna). This board has established a compensation committee to establish and review all executive compensation annually based on the established philosophy. An independent external executive compensation firm provides consulting on rhs (including vna) salary ranges and compensation philosophy. The appropriate peer group for compensation comparison purposes is other not-for-profit healthcare systems similar in size and complexity. Rhs generally conducts an analysis of total compensation every three years but may choose to vary from this schedule as determined by the compensation committee. The vna board of directors concedes the authority to set compensation to rhs as the sole corporate member. This process was last completed in 2013.”

“Financial statements are available through the illinois attorney general's office. The organization's governing documents and conflict of interest policy are available by request from board secretary.”

“Sharon rudy is not compensated as a board member; she received taxable nonemployee compensation on a form 1099 for 2013 legal services provided to the system.”

“Unrestricted funds-rmdf - 242174; cum eff chg in acctg-pension - 515278; cum eff chg in acctg-post retirement - 62596; temp restricted funds-rmdf - 15306; permanent restricted funds-rmdf - 19780;”