Rockford Memorial Development Foundation

“The executive committee shall consist of the chair and vice-chair and at least one additional director. It shall meet as needed. The executive committee shall monitor the performance of the president and executive director against annual objectives and report the results to the chair of the rockford health system board. In addition, when the board of directors is not in session, the executive committee shall have all the powers, duties, responsibilities and authority of the board, except as prohibited by law. The staff of the executive committee shall consist of the president and executive director, as well as other senior executives of the foundation and its affiliated corporations so designated by the president with input from the chair of the foundation.”

“The foundation shall have one member, which shall be rhs. The sole member shall have powers and voting rights to do the following: (a) appoint all the directors of the foundation. (b) nominate to the foundation's board of directors all candidates for selection as the foundation's president. (c) approve expressly all amendments to the foundation's articles of incorporation and by-laws. (d) approve annual budgets and long-range plans of the foundation. (e) approve all contracts (including contracts of indebtedness) effective for longer than eighteen months. (f) approve capital or operating expenditures in excess of amounts specified in the expenditure authorization policy as approved by the rhs board of directors. (g) approve expenditures (including grants) from restricted and unrestricted donated funds in excess of $1,000,000. (h) approve all plans of merger or consolidation. (i) approve the sale, lease, exchange, mortgage, pledge or other disposition of all or substantially all, the property and assets of the foundation. (j) approve a voluntary dissolution of the foundation. (k) require the foundation to take any action (including amending that foundation'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 the member's or the foundation's failure to obtain or maintain its exemption as an organization described in section 501(c)(3) of the code.”

“See narrative for part vi, line 6.”

“See narrative for part vi, line 6.”

“The data was gathered by the accounting staff with input from rmdf 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.”

“Rhs compliance department (acting on behalf of rmdf and following guidelines set forth in the policy) generally sends out a copy of the policy with the conflict of interest form included. Employees and each board member 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 reviewed and appropriate actions are taken as a result of the review. Employees are usually given the policy and a statement to complete annually at the beginning of the year or as a new party is hired or joins the rmdf board. This process was last completed in 2014, when the questionnaires were sent to address any 2013 conflicts identified. The rhs conflict of interest policy is available upon request.”

“Compensation for the top management official is governed by the rockford health system (rhs) board of directors. The rhs board has established a total compensation philosophy that directs the compensation practices for executives from related entities (including rmdf). 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 rmdf) 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 vary from this schedule as directed by the compensation committee. The rmdf board concedes the authority to set compensation to rhs, the sole corporate member.”

“Compensation for executives, including other officers, is governed by the rockford health system (rhs) board of directors. The rhs board has established a total compensation philosophy that directs the compensation practices for executives from related entities (including rmdf). 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 rmdf) 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 vary from this schedule as directed by the compensation committee. The rmdf board concedes the authority to set compensation to rhs, the sole corporate member.”

“Financial statements are available through the illinois attorney general's office. Governing documents are available by request from board secretary. The conflict of interest policy is not published but is available upon request.”

“Chg in unexpended restricted funds - 620047; endowments expended - 502484; reduction in pledges receivables - -500000; restricted contributions - -1270826;”