Ingalls Home Care

“On october 1, 2016, the university of chicago medical center (ucmc), an independent health system serving chicago, acquired ingalls health system (ihs), now known as ucm community health & hospital division, inc., and its affiliates through an affiliation and member substitution. As a result of this transaction, ihs and its affiliates became a wholly-owned subsidiary of ucmc through a newly created community health and hospital division of ucmc. Ingalls home care (ihc) filed amended and restated articles of incorporation on september 30, 2016 to reflect the following changes: - in the event of dissolution, ihc will first pay or make provision for the payment of all of the liabilities and obligations of the organization. Thereafter, the board will adopt and implement a plan of distribution to the sole member, if the sole member is in existence and qualified under internal revenue code section 501(c)(3). If the sole member is not in existence or so qualified, the assets will be distributed to an organization that at the time qualify under internal revenue code section 501(c)(3). Any such assets not disposed will be disposed of by a court of competent jurisdiction of the county in which the principal office of the organization is then located to an organization(s) qualified under internal revenue code section 501(c)(3). In addition, ihc amended and restated its bylaws on september 30, 2016 to reflect the following changes: - the purposes of ihc are to provide home healthcare services in the homes of patients, both temporarily and indefinitely, following hospital discharge. - the number of directors shall be no more than six. The president of the corporation and the dean and executive vice president for medical affairs of the university of chicago, biological sciences division (or his designee) shall be directors ex officio of the corporation. - one-half of the members of the board shall constitute a quorum for the transaction of business at any meeting of the board, and the act of a majority of the directors present at a meeting at which there is a quorum shall be the act of the board. - the officers of the corporation shall be a president, a secretary/treasurer, and such other officers and assistant officers as the board may authorize. - the articles of incorporation of the corporation and these bylaws may be altered, amended or repealed, and new articles of incorporation adopted upon approval of the member, subject to all qualifications on and delegation of the members authority to act as set forth in the members bylaws and articles of incorporation.”

“Pursuant to the organization's governing documents, the sole member of the organization is ingalls memorial hospital (imh), a related tax-exempt organization. As the organization's sole corporate member, imh has the right to participate in the organization's governance. Form 990, part vi, line 7a prior to 9/30/2016, ingalls memorial hospital has the right to elect and appoint any board of director of the organization. Effective 9/30/2016, ingalls memorial hospital shall designate the directors annually, or at such other times as may be determined imh, to hold office for one year or until their successors are designated and qualify or until their retirement or removal. Form 990, part vi, line 7b prior to 9/30/2016, ingalls memorial hospital has the right to remove any board of director of the organization without cause at any time. Imh has the exclusive right to approve or ratify significant decisions of the organization's governing body. Significant decisions of the organization's governing body include, but are not limited to, the right to approve long-term capital and operational budgets, to approve a plan of dissolution or merger with another organization, and to approve the development, construction or implementation of any new healthcare facility, program, or service. Effective 9/30/2016, ingalls memorial hospital shall retain the right to remove any director at any time, with or without cause. Ingalls memorial hospital must approve any modification or amendment to any mission statement, statement of goals or values, the articles of incorporation or the bylaws of the corporation; the sale, lease, exchange or disposition of all or substantially all of the assets of the corporation; and the merger, consolidation or dissolution of the corporation.”

“The form 990 is prepared by an independent accounting firm with information provided by management. The full form 990, including supplemental schedules, was presented by the chief financial officers to the finance committee at a committee meeting. The full board has granted to the finance committee authority to approve the form 990. The full board will receive a report from the finance committee, describing the finance committees review performed. Prior to filing with the irs, the form 990 will be available at the organizations board meeting for each members review.”

“Pursuant to the organizations conflict of interest policy, all officers, directors, board members, and key employees must avoid situations in which their personal interests may conflict, or appear to conflict, with the interest of ingalls, and ingalls reviews its own relationships with other care providers, educational institutions, and payers to determine if potential conflicts exists. Board members and employees shall have the continuing affirmative duty to report to the president and chief financial officer (ceo) of ingalls any personal ownership of interest or other relationship that might affect their ability to exercise impartial, ethical business judgments in the area of their responsibilities. Per the organizations conflict of interest policy, board members and employees at management level will be required to complete a certification and disclosure form, on a schedule determined by the corporate compliance officer. Completion of this form is a requirement for all board members and managerial employees, and may be required of non-management employees as determined by the president and ceo and corporate compliance officer. Employees also have a duty to report conflicts or potential conflicts of interest of which they may be aware of involving other employees. Each situation reported shall be reviewed by the president and ceo, and ingalls corporate compliance officer, and a determination shall be made as to whether a conflict of interest exists of may arise from such situation. The decision of the president and ceo and corporate compliance officer regarding whether a conflict exists shall be final. Persons with a conflict are prohibited from participating in the governing bodys resolution of such conflict. The organization further promotes knowledge and understanding of the conflict of interest policy in the employee handbook. Each employee is required to sign an acknowledgement of the handbook upon employment.”

“Ingalls memorial hospital is responsible for determining and administering compensation for all officers of each respective entity within the ucm community health & hospital division, inc. (f/k/a ingalls health system) corporate structure. Below is the process used to establish compensation for the top management official. In setting the top management officials compensation, the executive committee relies on recent comparability studies that provide compensation data for similarly qualified persons in comparable organizations to support its decision-making process. In addition, the organization received an independent compensation review by willis towers watson in september 2015. The committee adequately documents its compensation determinations, deliberations, and approval of the top management officials compensation in the meeting minutes. The process for reviewing and determine compensation for the ceo was last undertaken in september 2015.”

“An outside compensation consultant is used to render a reasonable opinion as to what percentage of increase an officer or key employee should receive by performing a market comparison for all officers and key employees. The process to determine an increase in compensation of salary increases are approved annually by the president and executive committee once received by the outside consultant. Directors and managers receive an increase in compensation based on whether or not performance goals have been reached before a fiscal year starts. Performance goals are put together by the director or manager and submitted to the vice president for approval. Approved goals are then reviewed by all other executives. Once approved by all, these are the goals for the year after the year is over. The performance goals are reviewed by the vice president and director or manager. Market adjustments are set by the immediate vice president and sent to all executives for their approval.”

“During fiscal year ended 9/30/2016, the financial statements, governing documents, and conflicts of interest policies were not made publicly available. The hospital is in the process of changing this policy for the following fiscal period.”

“Expenses of ingalls home care (ihc) and related entities (see schedule r) are paid by ingalls health system (ihs) now known as ucm community health & hospital division, inc. Ihs is responsible for issuing the 1099's to independent contractors, and subsequently allocates a percentage of the expense and receives reimbursement from the related entities.”

“The organization's investments are held in a pooled investment account managed by northern trust. Realized gains and losses are pooled and allocated to the participants. The organization receives monthly information on the funds from northern trust and determines the total gain or loss amounts. However, the detailed information is not provided.”

“Other program expenses include charity care and other expenses.”