Northwest Community Hospital

“Northwest community healthcare (nch) is the sole corporate member of northwest community hospital (hospital). As such, it elects or appoints the members of hospital's governing body and approves significant decisions.”

“Nch is the sole corporate member of hospital. As such, it elects or appoints the members of the governing body of hospital periodically or as vacancies arise.”

“Nch is the sole corporate member of hospital. As such, it must approve certain actions of hospital. Action is taken by a majority vote of the nch board with a quorum present. Nch must approve the following types of decisions by hospital: voluntary dissolution, merger, consolidation or sale or transfer of 10% or more of hospital's assets; sale of real property or interest therein; creation of a subsidiary or affiliate; annual and long-term capital and operating budgets; amendment, alteration or repeal of hospital's articles of incorporation or bylaws; selection of auditors; appointment, removal and evaluation of hospital directors; debt or indebtedness, guarantees or borrowings; appointment, compensation, benefits and evaluation of officers; appointment and employment of the president; and actions taken by trustees of the northwest community hospital employees retirement plan.”

“A copy of form 990 was made available to the members of hospital's board prior to filing. The audit and compliance committee of the board has been assigned the responsibility of reviewing forms 990 for all affiliates of nch. This committee reviewed form 990 prior to distribution to the full board. Specific sections of the tax return are also reviewed by human resources, legal, and compliance.”

“Each year, the conflict of interest policy and questionnaire is sent to directors, officers and key employees. Each response is reviewed by the general counsel and those in which any actual or apparent conflict with the present role is disclosed, are reviewed by the president/ceo and board chairperson. In the case of any conflict involving an entity or party with which hospital is dealing or competing, the person with the conflict may not participate in any decisions regarding that party. Individuals who are independent contractors, officers, directors, or employees of other healthcare facilities in hospital's service area may not serve on nch's or any related organization's board or board committee. In addition, the policy includes a sample conflict of interest disclosure letter to be used if a conflict arises after submission of the annual questionnaire and before submission of the next annual questionnaire. Such disclosure letters would be reviewed as noted above at the time they are received.”

“The Compensation Committee of the Board of Directors (the "Committee") of Northwest Community Healthcare, which is the parent corporation of Northwest Community Hospital and who has identical board members as Northwest Community Healthcare, is responsible for preparing the total compensation paid to the Organization's senior executives (collectively, "Executives") to ensure that compensation paid to such Executives is reasonable and does not result in excessive and inappropriate benefit to private individuals. The Committee shall, on an annual basis, review and recommend to the Board for approval executive compensation consistent with the process described below. This process is intended to result in compensation decisions that are consistent with the Organization's fulfillment of its mission as set forth in the Organization's Articles of Incorporation, as well as the Organization's compensation philosophy and related principles set forth in this document. The Compensation philosophy is intended to result in the determination and payment of total compensation, including benefits, for Executives based on the following objectives: Compensation that is objectively fair and reasonable compared to similar executives at similar institutions; Compensation that contributes to the attraction and retention of qualified and talented individuals in Executive positions; Compensation that rewards the attainment of performance goals and expectations; and Compensation that reinforces the commitment to the Organization's mission, purpose and values. In assessing the reasonableness of an Executive's total compensation, the Committee shall endeavor to set base salary at or near the market 60th percentile. The Committee shall target total compensation, including but not limited to, salary, any bonus or incentive payments and deferred and noncash compensation, as well as all compensatory benefits such as payments to medical, dental, life, annuity, retirement and disability benefit plans, and any fringe benefits such as housing, automobile, and computer allowances to approximate the market 75th percentile. The Committee shall conduct an annual performance review of the CEO, the results of which shall be used in determining a reasonable total compensation for him or her. The CEO will formulate a compensation recommendation for each Executive who reports to him or her. The CEO will present compensation recommendations based on an evaluation of each Executive's job performance in accordance with criteria established by him or her. When reviewing or assessing the total compensation of any Executive, the Committee shall obtain sufficient information, taking into consideration the knowledge and expertise of its members, to determine whether total compensation of each Executive is reasonable (i.e., whether such compensation is comparable to that of similar executives at similar institutions). To assist in the determination of reasonable compensation, the Committee will select and engage a qualified independent compensation consultant ("Consultant") to annually review and analyze the total compensation, including benefits, of each Executive. The terms of the Consultant's engagement shall provide that the Consultant is to report to the Committee, and that the Consultant shall have no reporting responsibilities to any Executive with respect to any engagement in connection with the executive total compensation program. The Committee shall instruct the Consultant to compile appropriate comparability data, which may include compensation and benefits paid by similarly situated organizations for positions that are functionally comparable to those of each Executive. The Committee shall direct the Consultant to analyze a number of different variables in assessing comparability, including but not limited to organizational size, geographic location, the nature of the services provided, the level of experience and specific responsibilities of the position considered,”

“Governing documents and the conflict of interest policy are not made public. Hospital's financial statements are included in the annual consolidated audit report of nch and subsidiaries. These consolidated financial statements are available to the public via the municipal securities rulemaking board's electronic municipal market access (emma) website at www.emma.msrb.org.”

“Includes revenue, expenses, and grants of $167,419 from all other program service specialities along with reference lab revenue, capitation revenue, intercompany rents and other rental income not described on form 990, part iii, lines 4a-4c.”

“Reconciliation of net assets - other changes in net assets transfer to affiliates ($ 37,000,000) periodic pension cost ($ 5,051,148) pension expense ($ 3,661,620) net assets released from unrestricted $ 3,009,858 net assets released from temp restricted ($ 3,566,390) change in net assets of foundation temp restricted $ 5,851,539 change in net assets of foundation perm restricted $ 1,000,000 -------------------------------------------------------------- total other changes in net assets ($ 39,417,761)”