Copley Ventures Inc Co Rush Copley Medical Center

“The ceo/vps of the organization and key senior management are compensated by copley memorial hospital. Copley memorial hospital follows a compensation approval procedure annually that involves approval of proposed and final compensation arrangements by its compensation committee and full board of directors using comparability data, as well as contemporaneous documentation of compensation decisions in minutes.”

“MANY OF THE PERSONS LISTED ON PART VII HAVE A "BUSINESS RELATIONSHIP" WITH EACH OTHER BY VIRTUE OF THEIR EMPLOYMENT AND/OR SITTING ON RELATED RUSH COPLEY MEDICAL CENTER ENTITY BOARDS - Business relationship”

“Reserved powers over certain management duties have been delegated to rush university system for health ("rsh") as the parent entity for the rush system. These duties include approving various rcmc actions, including rcmc's operating budget and certain transactions, appointment of certain rcmc executives, appointment of rcmc's board members, etc.”

“The Copley Ventures Board of Directors (the "CV Board") approved changes to the Bylaws that will work to align the CV Board with best practices for governance, increase efficiencies, and streamline procedures. The over-arching goal is to empower the Rush University System for Health Board of Directors (the "System Board") and Subsidiary Boards for success as they continue to evolve to a more integrated Rush University System for Health. The Executive Summary of proposed CV Board Governance changes are as follows: 1. Section 2.2 was added to each entity's bylaws and itemizes the RCMC Board's Reserved Powers since RCMC is the sole corporate member of each entity; 2. Removed all references to the Audit and Corporate Integrity and Finance Committees in each entity's bylaws as those are committees of the Rush University System for Health Board, operating to provide oversight of those functions for the entire Rush System; added Section 5.1 to allow for ad hoc or special committees, if needed; 3. Section 3.1 was amended to remove the itemized list of General Powers.”

“Rush copley medical center ("rcmc") is the sole corporate member of copley memorial hospital, inc. ("cmh"), rush copley medical group, nfp ("rcmg"), copley ventures, inc. ("cv"), and rush copley foundation ("rcf").”

“The CV Board shall consist of not less than fifteen (15) nor more than twenty (20) voting CV Directors, selected from among the RUSH System Trustees, as determined from time to time, by majority vote of the RCMC Board, subject to approval by the RUSH System Board. The Corporation's Chief Executive Officer shall serve as an adviser to the CV Board.”

“The following rights and powers are reserved to the Member (collectively, the "Reserved Powers"), which shall be effectuated through the action of the Member's board of directors on its own action or through its committees as set forth in the Member's amended and restated articles of incorporation or the Member Bylaws: (1) Recommend annual operating and capital budgets and long-term financial plans and capital priorities of the Corporation to the RUSH System Board for approval; (2) Annually review the performance, compensation and terms of employment of the Corporation's Chief Executive Officer; (3) Approve credentialing of medical staff and quality of care policies and procedures applicable to the Corporation; (4) Approve fundraising goals and policies of the Corporation; (5) During the Transitional Period (as defined in the RUSH System Bylaws), nominate three (3) individuals, including the RCMC Chairperson, to the RUSH System Board, subject to approval by the RUSH System Board; (6) Recommend nominees for membership to the RCMC Board, subject to approval by the RUSH System Board, and appoint the members, chairpersons, and vice-chairpersons of the RCMC Committees; (7) Recommend nominees for membership to the RUSH System Committees, RUSH System Trustees Advisory Body, and RUSH Councils, subject to approval by the RUSH System Board; (8) Recommend amendments to the RCMC Bylaws, subject to approval by the RUSH System Board, and to the RCMC committee charters; (9) Review and approve the Corporation's community benefit plans and monitor the same; (10) Monitor the Corporation's Investments; and (11) Monitor the Corporation's strategic plan.”

“The form 990 tax return is prepared by our organization and reviewed by our external tax advisor. A draft of the form 990 is provided to management for review and comment. The board of directors is provided with an approved copy of the form 990 before it is filed.”

“Annually, board members, directors, management team (administration, directors and managers) and other key employees of rush copley medical center and subsidiaries ("rcmc") are required to submit a conflict of interest disclosure statement to disclose any personal or business interests that may give rise to a conflict with the work they do for rcmc. The disclosures are submitted and reviewed by the corporate integrity officer, who is an employee of copley memorial hospital but represents rush copley medical center and subsidiaries, and a report is submitted to the executive committee of the board of directors of rcmc. Those key personnel with conflicts are advised to recuse themselves from participating in decision-making related to the conflict.”

“Form 990 is available upon request. The organization does not make its governing documents or conflict of interest policy available to the public. Copies of the financial statements (whether or not audited) are provided upon reasonable request such as for a bank loan or to a bond rating agency.”

“Although the organization does not receive stand alone gaap financial statements it does receive on an annual basis from independent auditors consolidated entity gaap financial statements (audited) for itself and its affiliates.”