Rush Oak Park Hospital Inc

“Rush Oak Park Hospital relies on Rush University Medical Center to follow a comprehensive procedure for determining compensation. The procedure followed by Rush University Medical Center is as follows: The Compensation and Human Resources Committee uses an independent review, comparability data and contemporaneous substantiation to establish compensation packages for the CEO,Executive Director and other top management officials. All such officer compensation packages are approved by the Compensation and Human Resources Committee.”

“Brian D. Stein MD, MS; Dino P. Rumoro DO, MPH, FACEP; Patricia S. O'Neil MAE - Business relationship, Gary E McCullough; Everett Ward; Dino P Rumoro, DO, MPH, FACEP; Patricia S O'Neil, MAE - Business relationship”

“Reserved Powers over certain management duties have been delegated to Rush System for Health (RSH), an Illinois not-for-profit corporation, the sole-corporate member of Rush Oak Park Hospital (ROPH) and the parent entity for the Rush System. These duties include approving various ROPH actions, including ROPH's operating budget and certain transactions, appointment of certain ROPH executives, appointment of ROPH's board member, etc.”

“The Rush Oak Park Hospital Board of Directors (the "ROPH Board") approved changes to the Bylaws that will work to align the ROPH Board with best practices for governance, increase efficiencies, and streamline procedures. The over-arching goal is to empower the Rush University System for Health Board of Directors (the "System Board") and Subsidiary Boards for success as they continue to evolve to a more integrated Rush University System for Health. Executive Summary of Proposed ROPH Board Governance Changes 1. ROPH Reorganization: Rush System for Health to become the sole corporate member of ROPH. 2. Board Size: Change size of ROPH Board from six to eleven ROPH Directors. Implement Initial ROPH Director classes to ensure staggered turnover. 3. General Powers of the Subsidiary Boards: Clarify the ROPH Board's general powers (Section 3.1 of the ROPH Bylaws). 4. Reserved Powers of the System: Clarify the System Board's reserved powers over ROPH (Section 2.2 of the ROPH Bylaws). 5. Terms: Implement terms and term limits for the ROPH Board and its Committees. 6. Succession Planning: Implement Chair-Elect position prior to the end of the Chairperson's term or planned departure. The Articles of Incorporation for Rush Oak Park Hospital were amended to change the Member from Rush University Medical Center to Rush System for Health and to change the Registered Agent from Anne M. Murphy to Carl Bergetz.”

“Rush System for Health (RSH) is the sole corporate member of Rush Oak Park Hospital, Inc. (ROPH) and parent entity of the RUSH system.”

“As the sole-corporate member of Rush Oak Park Hospital (ROPH), Rush System for Health (RSH) holds the Reserved Power to appoint and remove or replace the members of the ROPH Board of Directors, the organization's governing body.”

“As the sole-corporate member of Rush Oak Park Hospital (ROPH), Rush System for Health (RSH) holds certain Reserved Powers over ROPH to ensure a uniform vision and strategy across the RUSH system.”

“The information is compiled and reviewed internally by the finance department and the controller. The return is reviewed by Deloitte Tax LLP before being submitted to the Rush University Health System Board of Directors for review and approval. The approved return is signed by the Treasurer of Rush Oak Park Hospital and Deloitte Tax LLP. A copy of the return is distributed to the board members prior to filing.”

“On an annual basis, members of the Rush Oak Park Hospital (ROPH) Board and the corporate officers of ROPH complete and return a conflict-of-interest survey form. Any disclosures are reviewed by the Institutional Conflicts of Interest (ICOI) Committee which is a sub-Committee of the Audit Committee of the RUSH Board. The ICOI Committee makes any final determinations as deemed appropriate or necessary to manage, reduce or eliminate conflicts. If it is determined that there may be a business-related conflict of interest between ROPH and any members of the ROPH Board, such persons are asked to make transparency statements and recuse themselves from any committee or ROPH Board meetings during the time an agenda item that relates to the matters giving rise to the business-related conflict of interest are discussed.”

“The Articles of Incorporation of Rush Oak Park Hospital have been filed with the Illinois Secretary of State (the "IL SOS"). Additionally, key facts concerning the incorporation and good standing of ROPH are available through the website of the IL SOS. The financial statements of ROPH are available through the Illinois Attorney General's office. ROPH's conflict of interest policy is made available to the public upon request.”

“In 2021, a potential diversion of funds by a former executive at Rush Oak Park Hospital (ROPH) was identified and investigated with the assistance of external forensic auditors and counsel. The amount at issue was approximately $622,500. The matter was disclosed to the Illinois Attorney General at that time, and ROPH worked cooperatively with both the Illinois Attorney General and the Federal Bureau of Investigation on their inquiry into this potential misappropriation, which was the subject of a federal action against the former employee. ROPH followed the recommendations from forensic auditors to strengthen pertinent vendor and conflict of interest management policies and procedures. The matter is not material to the financial condition of either ROPH or the consolidated Rush System. ROPH reported this diversion of funds on the 2022 disclosure as an excess benefit transaction on Schedule L since the former executive is considered a disqualified person. Per the Regulations, a reportable excess benefit transaction includes a disqualified person who received an economic benefit that was obtained by theft or fraud. The transfer of the benefit was not authorized by the ROPH organization managers. Therefore, there was no tax incurred or reported by the organization managers. The transaction has been corrected, as the federal investigation concluded in January 2024 when the former executive pled guilty to mail fraud resulting in imprisonment and full restitution of all monies owed.”