Edward Hospital

“Effective july 1, 2014, the edward health services corporation system, the parent corporation of edward hospital, merged with the elmhurst memorial healthcare system, another non-for-profit healthcare organization that serves the chicagoland. As the parent organization of the resulting combined system, edward health services corporation changed its legal name to edward-elmhurst healthcare (eeh). As part of the merger, the bylaws and articles of incorporation of edward hospital (eh) were amended and restated; significant changes are noted below. -the purposes of eh were amended to read as follows: the purposes of eh are to: (a) establish, own, operate and maintain hospitals and health care facilities and other facilities and programs incidental thereto, for the diagnosis, treatment, medical care or surgical care of persons suffering from illnesses, diseases, injuries, deformities, disabilities or other abnormal conditions without regard to race, creed, color, sex, religious belief or national origin; (b) promote and carry on educational activities and scientific research related to rendering care to the sick and injured or the promotion of health; (c) participate, so far as circumstances may warrant, in any activity designed and carried on to promote the general health of the communities served by edward hospital; (d) promote the interests of eeh in its charitable, educational and benevolent activities in the fields of health care, health education and training, scientific research, health facilities, health management, and in other related fields; (e) promote the interests of any not-for profit and federally tax exempt organizations which are affiliated with eeh, the purposes of which are not inconsistent with those of eh; (f) otherwise operate in support of, or in furtherance of, the charitable purposes of eh, exclusively for charitable, educational or scientific purposes within the meaning of section 501(c)(3) of the code, in the course of which operation (i) no part of the net earnings of eh shall inure to the benefit of, or be distributable to, any private individual, and no part of the income of eh shall be distributed to eeh, eh trustees, eh officers or any other private persons, except that eh shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth herein; (ii) no substantial part of the activities of eh shall consist of the carrying on of propaganda or otherwise attempting to influence legislation, and eh shall not participate in or intervene in any political campaign on behalf of or in opposition to any candidate for public office, including the publishing or distribution of statements, except as authorized under the code; and (iii) notwithstanding any other provisions contained herein, eh shall not carry on any other activities not permitted to be carried on by (x) a corporation exempt from federal income tax under section 501(c)(3) of the code, or (y) a corporation, the contributions to which are deductible under section 170(c)(2) of the code. -eh's parent company, eeh, has the exclusive power to: (i) elect, appoint, remove and replace eh trustees; (ii) intervene in any action or plan of eh to the extent the eeh board of trustees, in its sole discretion, deems it necessary to do so in order to avoid significant risk to the tax exempt status, licensure, or accreditation of eh, eeh or any facility operated by any of the foregoing, or to avoid significant legal, regulatory, or financial risk to eh, eeh or any facility operated by any of the foregoing; and (iii) select and appoint independent auditors for eh and direct the performance of an annual independent audit of the financial condition of eh. -in addition to the exclusive powers set forth above, eeh's approval shall be required to authorize any of the following matters: (i) the adoption, amendment and repeal the eh articles of incorporation, the eh bylaws”

“Edward hospital's sole corporate member is edward-elmhurst healthcare an illinois not-for-profit and section 501(c)(3) tax exempt corporation.”

“Edward hospital's sole corporate member, edward-elmhurst healthcare, may elect, remove and replace members of the board of trustees of edward hospital. The edward-elmhurst healthcare board of trustees consists of the individuals who concurrently serve on the edward hospital board of trustees; in addition, the president of the edward hospital medical staff serves on the board of trustees ex-officio with vote.”

“Edward-elmhurst healthcare (eeh), the corporate member of edward hospital (eh), has the exclusive power to: - elect, appoint, remove and replace eh trustees. - intervene in any action or plan of eh to the extent the eeh board of trustees, in its sole discretion, deems it necessary to do so in order to avoid significant risk to the tax exempt status, licensure, or accreditation of eh, eeh or any facility operated by any of the foregoing, or to avoid significant legal, regulatory, or financial risk to eh, eeh or any facility perated by any of the foregoing. - select and appoint independent auditors for eh and direct the performance of an annual independent audit of the financial condition of eh. In addition to the exclusive powers set forth above, edward-elmhurst healthcare's approval shall be required to authorize any of the following matters: - the adoption, amendment and repeal the edward hospital articles of incorporation, its bylaws and any similar governing document of edward hospital. - the adoption and approval of any plan of dissolution or liquidation of edward hospital, any plan of merger or consolidation of edward hospital with another corporation or other entity; and/or any exchange, sale or transfer of any material portion of the assets of edward hospital in any transaction or series of related transactions. - the adoption and approval of a financial controls policy of edward hospital, which may be amended, modified, supplemented or restated from time to time. - the amendment or revision of the initial purpose and scope of services of edward hospital, including location, size, operations and activities. - the adoption of, any and all annual operating and capital budgets, strategic plans, capital investments and/or capital allocations of edward hospital. - the authorization or approval of any long-term borrowing of money by edward hospital or any authorization or approval of any prepayment, in whole or in part, such indebtedness. - the granting of any security interest in, or otherwise providing for the encumbrance of any of the assets or revenues of edward hospital. - the creation and/or addition of any direct or indirect subsidiaries or affiliates of eh, including, without limitation, any not-for-profit or for-profit corporations, limited liability companies, partnerships or other legal entities. - the filing of a voluntary petition, or any consent to the involuntary filing of a petition, by or on behalf of edward hospital, in bankruptcy or any reorganization, or any appointment of a receiver on behalf of edward hospital. - the submission of any applications, filings or material correspondence to the illinois health facilities and services review board or any successor thereto (the "ihfsrb") for any proposed project or activity of edward hospital subject to the jurisdiction of the ihfsrb, regardless of the level of capital expenditure. - the purchase or sale by edward hospital of any interest in real property.”

“A draft of the full form 990 was provided to the edward-elmhurst healthcare audit committee, and was reviewed with the assistance of crowe horwath. Following review by the audit committee, and prior to filing, a final copy of the form 990 was then provided to the full board of trustees of edward hospital, and key components of the form 990 were also reviewed.”

“Edward-elmhurst healthcare, on behalf of itself and all affiliates, monitors and enforces compliance with its conflict of interest policy through annual reporting, and ongoing education. Each year, edward-elmhurst healthcare conducts an annual conflict of interest review. This process involves requiring all trustees, officers, key employees, employed physicians, certain other physicians, and management level employees to complete an electronic conflict of interest questionnaire. The system director of internal audit and corporate compliance facilitates the completion of a questionnaire by all required individuals, and if no questionnaire is completed, the matter is reported to the individual's supervisor up to and including the board of trustees. Disclosures made on the questionnaire are evaluated by a conflict of interest workgroup comprised of the system director of internal audit and corporate compliance, the system executive vice president and chief financial officer, the general counsel, and the deputy general counsel. Disclosures made by trustees, officers and key employees are evaluated by the trustees, officers and key employees are evaluated by the executive committee of the board of trustees or its designee. The evaluations may result in actions being taken up to and including the development of a management plan accepted by the individual making the disclosure or termination of the disclosed relationship or conflict. In cases where an actual or potential conflict of interest is identified, the conflicted individual is educated about how they should raise this issue if they are ever in a position where their conflict may be implicated. Conflicted individuals must recuse themselves from voting, but, at the discretion of the board, may be permitted to participate in discussion about matters in which they have an actual or apparent conflict. In addition to this annual reporting, all individuals noted above are advised that, pursuant to the conflicts policy, they are required to report to the system director of internal audit and corporate compliance any actual or potential conflicts of interest as they may arise throughout the course of the year.”

“Executive compensation, including the president and all officers of edward-elmhurst healthcare ("senior management") is managed by the edward-elmhurst healthcare ("eeh") executive committee ("committee"), on behalf of eeh and all of its affiliates. On an annual basis, the committee reviews compensation arrangements, including the compensation award for the edward hospital president for the coming year. The committee conducts the review in a manner that will qualify for the rebuttable presumption of reasonableness under the intermediate sanction rules of section 4958 of the internal revenue code. To that end: - the ceo and all other members of senior management may participate in this review process and be present at meetings of the committee only if and to the extent necessary to answer questions and provide other information the committee needs for its analysis, assessment and deliberations, and they must otherwise recuse themselves from committee meetings during committee debate and voting on compensation arrangements. - any committee member identified as having a conflict shall participate in the process only to the same extent as members of senior management. - the committee conducts the review with the assistance of an experienced and independent compensation firm, which summarizes its analysis and findings in writing to the committee. - the committee obtains and relies on current comparable market compensation data from appropriate peer organizations for each compensation component prior to making its determination. Relevant information will include compensation levels paid by similarly situated organizations, both taxable and tax-exempt, for functionally comparable positions; the availability of similar services in the geographic area served by eeh; current compensation survey compiled by an independent firm; and, where applicable, actual written offers from similar organizations competing for the services for the members of senior management. - the committee also adequately and promptly documents its decision. The documentation states its intention to quality for the rebuttable presumption of reasonableness; the specific terms of the compensation arrangement that were approved; the approval date; the names of the individuals present and those who voted; the specific comparability data obtained and relied upon; and an explanation as to why the approved amounts are considered reasonable if the terms of the compensation arrangement differ from the comparability data. In addition, the committee periodically reviews the executive compensation plan, including the philosophy, for (a) compliance with applicable laws and regulations, and (b) alignment with eeh's mission, charitable purposes, goals and strategies. Based on the review, the committee approves any changes in one or more components of the plan or the plan philosophy that the committee considers necessary and appropriate relative to one or both of these criteria. Other individuals who are officers or key employees of edward hospital, but are not a part of eeh senior management are compensated with a competitive base salary, along with an incentive plan, which is reflective of eeh's market as determined by a review of independently gathered market compensation survey data. At the time of hire, the salary determination is made by giving consideration to the experience pertinent to the role for which the individual is to be hired, also considered are niche skills or experience the individual brings to the organization. Supply and demand will also play a role in determining the hiring rate of pay. Based on these factors, the eeh human resources department, which supports eeh and all of its affiliates, will assign the key employee to an appropriate pay grade, and a rate of pay will be offered within that pay grade. On a periodic basis, the eeh human resources department works with an independent third party compensation consultant to conduct a thorough market review of al”

“Please see the narrative to form 990, part vi, line 15a.”

“Currently, the organization's governing documents, conflict of interest policy and audited financial statements are available via emma. If a request is received for this information, it is forwarded on to either the legal department or the finance department, and the materials would then be provided to the requestor.”

“Our volunteers work in a large majority of areas throughout the edward-elmhurst healthcare system. The responsibility the volunteer has varies, dependent on the area they are volunteering in and the projects to be completed. Volunteers have assisted with clerical work, data entry, meeting and greeting, friendly visits, escorting and providing general information to patients and visitors. We track our volunteer hours monthly. All of the volunteers sign in and out each shift they come in and we collect the sign in sheets at the end of the month. Throughout the system, for the fiscal year ended june 30, 2014 our volunteers gave 142,000 hours of service.”

“Accredited by the joint commission, edward has earned a reputation as a leader in complex medical specialties and innovative programming, including, but not limited to the following: -- most up-to-date surgical suites, including six state-of-the-art operating rooms for minimally invasive surgical procedures and the da vinci si robotic surgical system. -- comprehensive, advanced cardiac care in one location through edward heart hospital (the first such facility in illinois, opened in 2002). -- heartaware, an online test so people can determine their risk for heart disease and an initiative to enhance and promote the prevention of heart disease. -- edward provides world class stroke care through the edward neurosciences institute in affiliation with the northwestern medicine. The institute features the most advanced interventional neurosurgery techniques and drug therapies to treat strokes and other neurological disorders. -- edward cancer center has opened a number of multidisciplinary oncology clinics, including a multidisciplinary thoracic oncology clinic, the first of its kind in dupage, will and kane counties, for coordinated, faster, more efficient treatment of lung cancer and other malignancies and abnormalities of the chest; a neuro-oncology multidisciplinary center, the only one in the area to treat brain and spinal cord tumors and a breast cancer conference, a multidisciplinary team that meets weekly to determine the best treatment plan for newly diagnosed breast cancer patients. -- edward was re-designated a magnet hospital for nursing excellence in 2010 after receiving its original designation in 2005. Edward is one of only three hospitals in dupage county and the only one serving will county to have earned the prestigious recognition. -- care for the most critically ill newborns in its level iii newborn intensive care unit (nicu) -- expert emergency services for adults and pediatric patients in its level ii emergency department and pediatric emergency department. -- state-of-the-art imaging technology at numerous locations throughout the region. -- access to the latest clinical trials for cancer and heart disease. -- first in the region to offer animal-assisted therapy, music therapy and art therapy through its healing arts program. During the fiscal year ended june 30, 2014, edward hospital provided nearly $95.7 million in community benefits and $18.7 million in charity care, a 325% increase since fy 2006. For fiscal year 2014, edward hospital had 84,321 patient days and 90,343 emergency room visits. For more information about edward hospital, visit www.edward.org.”

“Net assets released from restrictions from edward foundation - -298266; change in temporairaily restricted net assets of edward foundation - 459186; net asset transfers from eh to affiliates - -8920214; gain on interest rate swaps - 197835; minority interest payable - 651998;”