Regional West Physicians Clinic

“The executive committee, comprised of the chairman, vice president of medicine, vice president of surgery, quality committee chair, fm medical doctor, it director, hospitalist and surgery representatives, has the authority to act on behalf of the governing body.”

“The corporation's sole member is regional west health services.”

“Regional west health services (rwhs), the sole member, appoints 3 ex-officio voting directors to the board: the president/ceo of rwhs, the cfo of rwhs, and the president of the corporation. Each of the remaining nominees shall be subject to approval and election by the board of directors of rwhs.”

“Regional west health services (rwhs), the sole member, must approve all matters pertaining to the merger, consolidation, liquidation or amendment to the articles of incorporation or bylaws of the corporation as well as any proposal to sell, lease, exchange, mortgage, pledge or dispose of all or substantially all of the assets of the corporation shall be submitted to the vote of the sole voting member. The annual budget of the corporation is also subject to the approval of rwhs.”

“The board will have an opportunity to review drafts of the form 990 electronically prior to filing.”

“Annual disclosure by board members of any conflict of interest, as set forth in the policies, is required. For any possible conflict of interest identified, the remaining board determines if it actually constitutes a conflict of interest without the conflicted board member present. If a conflict of interest is determined to exist, the board, less the conflicted member, will then decide the level of involvement of the member in decision making for the entity, if there is an alternative arrangement that will eliminate the conflict of interest, and the appropriateness of the conflicted member continuing as a board member. Failure to disclose a conflict of interest can result in disciplinary and corrective action for the conflicted member.”

“Compensation process for top official: compensation for the ceo is determined by the compensation committee of the rwhs board. The determination is based on market data and recommendations from an independent consulting firm who collects that information for comparison purposes. Minutes are kept of these meetings. Compensation process for officers: compensation for other officers is reviewed by an independent consultant on an annual basis to ensure the compensation plan meets reasonableness testing compared to mgma compensation survey. The compensation model is also reviewed by legal counsel for reasonableness and compliance with irs requirements.”

“The organization's governing documents, conflict of interest policy and financial statements are made available to the public upon request.”

“Purchased services: program service expenses 873,044. Management and general expenses 595,782. Fundraising expenses 0. Total expenses 1,468,826. Professional fees: program service expenses 14,781,565. Management and general expenses 2,625. Fundraising expenses 0. Total expenses 14,784,190. Consulting services: program service expenses 1,988. Management and general expenses 33,940. Fundraising expenses 0. Total expenses 35,928.”

“The cfo of regional west health services, the sole member of the organization, is responsible for oversight of the audit and selection of the independent public accountant. This process has not changed from the prior year.”