Rush Copley Medical Center

“The ceo/vps of the organization and key senior management are compensated by cmh. Cmh follows a compensation approval procedure annually that involves approval of proposed and final compensation arrangements by its compensation committee and full board of directors using comparability data, as well as contemporaneous documentation of compensation decisions in minutes.”

“MANY OF THE PERSONS LISTED IN PART VII HAVE A "BUSINESS RELATIONSHIP" WITH EACH OTHER BY VIRTUE OF SITTING ON RELATED RUSH COPLEY MEDICAL CENTER ENTITY BOARDS. - Business relationship”

“Reserved powers over certain management duties have been delegated to rush university system for health ("rsh") as the parent entity for the rush system. These duties include approving various rcmc actions, including rcmc's operating budget and certain transactions, appointment of certain rcmc executives, appointment of rcmc's board members, etc.”

“The Rush Copley Medical Center Board of Directors (the "RCMC Board") approved changes to the Bylaws that will work to align the RCMC 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 RCMC Board Governance Changes 1. Section 2.2 itemizes the Reserved Powers of the RUSH System Board; 2. Sections 2.3(F) and 2.3(G) create the System Trustees, System Board Committees, and RUSH Councils; 3. Section 3.1 itemizes the General Powers of the RCMC Board; 4. Section 3.2 details the RCMC Board composition (Class A, B and C members) and terms (staggered terms of 1-3 years; maximum 3 consecutive terms before a mandatory 1-year stand-down period);1 5. Section 3.2(B)(3) defines the terms for Chairperson and Vice-Chairperson; 6. Section 3.14 provides for three (3) RCMC Directors to serve on the System Board during the first four (4) years; after 4 years, the System Board becomes self-perpetuating meaning there is no guarantee RCMC will always have 3 RCMC Directors on the System Board; 7. Section 3.15 establishes the RCMC Board Committee structure and terms; creates the Executive Committee, the only RCMC standing committee; 8. Section 4.1 details the duties and terms of the Officers of the RCMC Board; and 9. Section 4.2 details the duties of the Officers of the Corporation, including the RCMC CEO and their relationship to the System CEO.”

“Rush university system for health ("rush") is the sole corporate member of rush copley medical center ("rcmc").”

“The RCMC Board shall consist of not less than fifteen (15) nor more than twenty (20) voting RCMC Directors, selected from among the System Trustees, as determined from time to time, by majority vote of the RCMC Board, subject to approval by the System Board. The Corporation's Chief Executive Officer shall serve as an adviser to the RCMC Board.”

“The following rights and powers are reserved to the Member (collectively, the "Reserved Powers"), which shall be effectuated through the action of the Member's board of directors ("System Board") on its own action or through its committees as set forth in the Member's amended and restated articles of incorporation, the Member Bylaws, and the System Board's committee charters: (A) Approve the annual operating and capital budgets and long-term financial plans and capital priorities of the Corporation; (B) Adopt a plan of merger or adopt a plan of consolidation with another corporation or entity, or authorize the sale, lease, exchange, or mortgage of all or substantially all of the property or assets of the Corporation; (C) Approve any major contract, indebtedness and debt financing, capital expenditures, joint ventures and partnerships, bank financing and leasing, sale of assets, mergers and acquisitions, or lease transactions by the Corporation above a designated threshold as set by the System Board; (D) Approve a plan for the distribution of the assets of the Corporation, or for dissolution; (E) Approve the Corporation's investment policies, including investment objectives and asset allocation targets; (F) Approve selection of investment consultant(s) of the Corporation; (G) Approve the appointment, removal, compensation, and bonus of the RCMC CEO; (H) Approve the compensation of highly compensated physicians consistent with RUSH System policy; (I) Approve the RUSH System executive compensation philosophy, any RUSH System Incentive Compensation Plan, and RUSH System Benefit Plan; (J) Approve the RUSH System diversity, equity, and inclusion policies and processes; (K) Select the auditor for, and approve all audits of, the Corporation and approve applicable annual Federal 990 Internal Revenue Service filings for the Corporation; (L) Approve quality of care metrics and goals across RUSH System; (M) Approve RUSH System fundraising goals and policies; (N) Approve the appointment of the members of the Corporation's Board and board officers and exercise removal authority over same; (O) Approve the establishment of new System Board Committees and/or RUSH Councils; (P) Approve amendments to the governing documents of the Corporation; and (Q) Approve RUSH System strategic plan.”

“The form 990 tax return is prepared by our organization and reviewed by our external tax advisor. A draft of the form 990 is provided to management for review and comment. The board of directors is provided with an approved copy of the form 990 before it is filed.”

“Annually, board members, directors, management team (administration, directors and managers) and other key employees of rush copley medical center and subsidiaries ("rcmc") are required to submit a conflict of interest disclosure statement to disclose any personal or business interests that may give rise to a conflict with the work they do for rcmc. The disclosures are submitted and reviewed by the corporate integrity officer, who is an employee of copley memorial hospital but represents rush copley medical center and subsidiaries, and a report is submitted to the executive committee of the board of directors of rcmc. Those key personnel with conflicts are advised to recuse themselves from participating in decision-making related to the conflict.”

“Form 990 is available upon request. The organization does not make its governing documents or conflict of interest policy available to the public. Copies of the financial statements (whether or not audited) are provided upon reasonable request, such as for a bank loan or to a bond rating agency. The financial statements are also available on the attorney general's website.”

“Although the organization does not receive stand alone gaap financial statements, it does receive, on an annual basis from independent auditors, consolidated rush system for health audited gaap financial statements .”