Holy Cross Hospital

“Explanation of delegated board authority to committee the executive committee consists of the officers of the board (i.e., the chair, vice chair(s), secretary, treasurer, previous chair (if applicable) and president and ceo of the health system), and may include additional members as determined by the board chair. The executive committee has the power to transact all regular business of sinai health system during the period between meetings of the board, subject to any prior limitation imposed by the board or by law. When action is taken by the executive committee, it will be reported to the board at the next meeting of the board.”

“Explanation of classes of members or shareholders the sole corproate member of the corporation shall be sinai health system, an illinois not-for-profit corporation. The sole corporate member has certain delegated powers set forth in the corporate bylaws.”

“How members or shareholders elect governing body directors are elected by the sole corporate member, sinai health system, for a term of 3 years from among those persons nominated by the sinai health system governance committee. The governance committee shall be responsible for selecting and reviewing prospective candidates for election to the board of directors, communicating expectations of individual board members, and recruiting prospective board members with a focus on diversity, experience, and expertise. All prospective directors are required to complete a conflict of interest form as part of the application process, and annually thereafter.”

“Decisions of governing body approval by members or shareholders the sole corporate member, working closely with the corporation's board of directors, has certain reserved powers over significant corporate actions, including but not limited to matters such as appointment of corporate officers, amendment of governing documents, approval of a merger, consolidation or dissolution, approval of budgets and strategic plans, approval of independent certified public accountants for the organization, and approval of non-budgeted long-term debt. The sole corporate member also ensures that the corporation is in compliance with its stated corporate and charitable purpose and mission.”

“Form 990 review process the form 990 information was initially provided by the finance staff with multi-disciplinary input from public affairs, corporate compliance and other appropriate staff of the organization. The form 990 was then prepared by an independent public accounting firm and reviewed by senior finance staff and other members of senior leadership. Prior to the filing, the form 990 was made available to the full board of directors.”

“Process to monitor transactions for conflicts of interest the conflict of interest disclosure form is completed and signed annually by all board members and other employees who are in a position to influence purchasing decisions, affiliations or referrals, hiring decisions or contracts. Conflicts disclosed on the conflict of interest disclosure form are taken into consideration when making board committee assignments. In addition, individuals who have a conflict of interest must abstain from participating in decisions affecting the interested parties and make it clear why they are abstaining. If the potential for conflict of interest exists, employees and physicians are required to discuss the situation with management. The sinai health system chief executive officer and chair of the audit and compliance committee discuss any potential conflicts with the chairman of the board of directors. Board members of the sinai health system or any of its entities are required to report potential conflicts to the chief compliance officer who will review potential conflicts with the sinai health system chief executive officer and chairman of the board of directors.”

“Compensation review & approval process - officers & key employees sinai health system has a human resources committee that approves all executive compensation arrangements, including incentive compensation. Sinai health system's human resources committee supports the organizational performance of sinai health system and its related entities through the alignment of executive compensation with system strategies and programs, and ensures compliance with applicable law. The voting members of the committee are independent members of the board of directors. The committee meets twice annually or more frequently as circumstances require. The committee establishes detailed goals annually for the president and ceo and other executives, and reviews performance against these goals on an annual basis. The committee annually engages an outside, independent compensation consultant to benchmark the salaries and benefits of the organization's assistant vice presidents and above, as well as a few directors. Compensation is based on detailed written performance appraisals and external market data. In an executive session, the committee reviews the performance of the president and ceo, each element of compensation, data of compensation programs in effect for ceos of comparable organizations, and conducts an annual review of ceo performance against established goals. The committee maintains written minutes which are maintained in executive administration.”

“Other documents publicly available governing documents, conflict of interest and financial statements are made available upon request.”