Nimed Corp

“Form 990 Part III Line 1 NIMED Corp aids in the management of Northern Illinois Medical Center, Memorial Medical Center-Woodstock and other affiliated not-for-profit organizations, which provide comprehensive health care services to the communities in and around the greater McHenry county area.”

“Form 990 Part III Line 4a NIMED is affiliated with Centegra Health System, a not-for-profit health system and as such, aids in the management of Northern Illinois Medical Center and Memorial Medical Center-Woodstock and other affiliated not-for-profit organizations within Centegra Health System. NIMED facilitates the delivery of health care services to communities by providing medical office buildings for rent. Municipalities where medical office buildings are located are Huntley, McHenry and Woodstock. NIMED leases space to both affiliated and non-affiliated organizations. Affiliated organizations that are leasing space from NIMED are: Northern Illinois Medical Center, Memorial Medical Center - Woodstock, Centegra Primary Care, Centegra Health Bridge Fitness Center, LLC and Centegra Health System. Northern Illinois Medical Center and Memorial Medical Center - Woodstock (the Medical Centers) provide optimum quality health care, delivered by competent hospital and medical center staff, to whom all are provided its services regardless of race, creed, sex, national origin, handicap, age, or ability to pay. Departments of the Medical Centers leasing space in NIMED buildings are; Physical Therapy, Cardiac Pulmonary Rehabilitation, Medical Imaging, Emergency Medical Services, Patient Access, Infusion Treatment, Plant Operations, Hospital Based Clinic departments and Bio-Med. Centegra Health System aids in the management of the Medical Centers and affiliated organizations. The mission of Centegra Health System is to provide quality health care services with innovative and responsible use of resources and to promote wellness for the greater McHenry County area. Departments of Centegra with offices located in the NIMED medical office buildings are; Patient Business Services, Information Systems, Credentialing Verification, Human Resource Development and Organizational Performance Improvement. Centegra Management Services, Inc. manages Centegra Primary Care, a physician practice with offices in Huntley, McHenry and Woodstock. The Flight for Life Program of the Milwaukee Regional Medical Center operates an emergency medical air transport service to the communities of Northern Illinois. The helicopter for this service is housed in the heliport/hangar owned by NIMED and located in McHenry.”

“Form 990 Part IV Line 24a NIMED CORP HOLDS A LIABILITY ON ITS BOOKS FOR TAX-EXEMPT BONDS, WHICH IS AN ALLOCATION FROM ITS SOLE CORPORATE MEMBER, CENTEGRA HEALTH SYSTEM. AS A RESULT, THIS QUESTION WAS ANSWERED NO, AND SCHEDULE K WILL BE COMPLETED ON CENTEGRA HEALTH SYSTEM'S FORM 990.”

“Form 990 Part VI Line 6 Centegra Health System is the sole member of NIMED Corp.”

“Form 990 Part VI Line 7a The powers and duties of the Centegra Health System members in fulfilling the purposes and objectives of the Corporation shall include, but not be limited to, the taking of action with respect to the following matters: The election of governors and the filling of vacancies on the Board of Governors, which shall be in accordance with the procedures set forth in the Bylaws. The Nominating Committee shall select one candidate for each position on the Board having a term to be voted upon for the office of governor at the next annual meeting of members. The Nominating Committee shall consider and approve a list of candidates and submit such list to the Board of Governors not less than 10 days prior to the date of the last meeting of the Board of Governors prior to the date on which notice of the annual meeting of members is to be sent, and the candidates set forth on such list shall be subject to approval by the Board of Governors. The names of the candidates so selected by the Nominating Committee and approved by the Board of Governors shall be included in the notice of the annual meeting of the members of the Corporation and shall be presented to the members of the Corporation at the annual meeting. The voting members of the Corporation may nominate candidates for positions on the Board of Governors. Nominations by such members may be effected by means of written nomination signed by not less than 20 voting members in good standing, accompanied by a written statement of such nominee indicating a willingness to serve as a governor of the Corporation if elected. Any such nomination must be received by the Nominating Committee of the Corporation not less than 60 days prior to the annual meeting of members in order to be considered at such annual meeting. All elections shall be by secret ballot if there are more nominees than vacancies to be filled on the Board. All voting members present in person or by proxy at a meeting at which an election occurs shall be entitled to vote for governors. To be valid a ballot must not have more votes than there are vacancies. If there are more nominees than vacancies to be filled on the Board, those nominees who receive the most votes shall be elected to the Board of Governors. Members shall not be entitled to cumulate their votes in the election of governors.”

“Form 990 Part VI Line 11b The review process for the 990 include compilation by internal staff, detailed review by an outside tax preparer, and the Centegra Health System Chief Financial Officer, prior to submission to the IRS. The tax return will be made available for the Board to review after submission to the IRS.”

“Form 990 Part VI Line 12c Explanation of Monitoring and Enforcement of Conflicts As stated in Centegra's bylaws, the bylaws recognize that both real and apparent conflicts of interest sometimes naturally occur in the course of conducting daily affairs. Conflicts occur because the many persons associated with Centegra should be expected to have and do, in fact, generally have multiple interests and affiliations and various positions of responsibility within the community. The long-range interests of Centegra do not require the termination of all association with persons who may have real or apparent conflicts if a prescribed and effective method can render such conflicts harmless to all concerned. Centegra health system has a conflict of interest policy that is intended to address such matters. 1. duty to disclose: in connection with any actual or possible conflicts of interest, an interested person or other person subject to this policy must disclose the existence and nature of his or her financial interest in writing to the president of Centegra or the chief corporate responsibility officer or designee, who shall provide such written disclosure to the governors affairs committee of Centegra, which shall consider all conflicts of interest issues and, if appropriate, to the directors and members of committees with board-delegated powers considering the proposed transaction or arrangement. The disclosure must occur, at minimum, annually, with a conflict of interest disclosure statement being submitted no later than January 31st of each year. Copies of disclosure statements filed by board members shall be distributed to the board annually at the February board meeting. 2. Determining whether a conflict of interest exists: when a conflict of interest is disclosed at meeting of the board or committee thereof, after disclosure of the financial interest, the interested person shall leave the board or committee meeting while the financial interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists. The interested person's leaving such meeting shall not affect whether a quorum exists at such meeting. 3. Procedures for addressing the transaction or arrangement from which the conflict arose: a. the chairperson of the board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. B. After exercising due diligence, the board or committee shall determine whether Centegra can obtain a more advantageous transaction or arrangement with reasonable efforts from a person or entity that would not give rise to a conflict of interest. c. if a more advantageous transaction or arrangement is not reasonably attainable under circumstances that would not give rise to a conflict of interest, the board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in Centegra's best interest and for its own benefit and whether the transaction is fair and reasonable to Centegra and shall make its decision as to whether to enter into the transaction or arrangement in conformity with such determination. 4. Violations of the conflicts of interest policy: a. if the administration, the board, or a committee has a reasonable cause to believe that a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose. b. if, after hearing the response of the member and making such further investigation as may be warranted in the circumstances, the board or committee determines that the member has, in fact, failed to disclose an actual or possible conflict of interest, it shall refer the matter to the governors affairs committee for consideration, which shall subsequently recommend appropriate disciplinary and corr”

“Form 990 Part VI Line 15a & 15b The Board of Directors of Centegra Health System, through the Compensation Committee comprised of independent members free of conflict, reviewed executive compensation levels and other features of the compensation plan in accordance with the organization's approved compensation philosophy and strategy: The Committee is comprised of members of the Board of Directors, who are independent of Centegra management, have no personal interest in the compensation arrangements, are not related to, or under the control of any individual whose compensation arrangement is being reviewed and have no material business relationship with Centegra. The C-Suites compensation is determined by the compensation committee in relation to comparable peers or 990 market data. Compensation for other members of the executive staff is recommended by the CEO, reviewed by the Committee, and evaluated against market data, based on comparable peers. The Committee approves all compensation decisions in advance of their implementation and documents its determinations and discussions. Its decisions and deliberations are thoroughly documented and meeting minutes are kept and distributed to the Committee members (for historical reference). The Compensation Committee uses a number of external resources and comparisons, and their review includes total compensation (cash compensation, plus benefits provided by Centegra) in relation to organizational performance and prevailing industry practices of comparably-sized organizations. They have engaged the services of a compensation consulting firm (Sullivan Cotter) specializing in the not-for-profit sector that has worked with Centegra and reports directly to the Compensation Committee. Reasonableness letter and documentation are provided to the organization after each review.”

“Form 990 Part VI Line 19 THE ORGANIZATION MAKES ITS GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS AVAILABLE TO THE PUBLIC UPON REQUEST.”