Sherman West Court

“Bylaws provide for advocate sherman hospital as the sole corporate member.”

“Sherman west court has a sole corporate member, advocate sherman hospital, who appoints its directors.”

“The following reserve powers identified in the bylaws require the approval of the corporate member, advocate sherman hospital: a) to appoint the directors of the corporation; b) to remove a director of the corporation at any time, with or without cause; c) to appoint the chairman and vice chairman of the corporation, and all officers of the corporation who are not also employees of the corporation; d) to unilaterally approve and amend the articles of incorporation and bylaws of the corporation before the same become effective; e) to approve, interpret or change the statement of the corporations purpose before the same becomes effective; f) to approve each annual operating and capital budget and long-range plan of the corporation before expenditures may be made therefrom; g) to approve the appointment of independent auditors, all accounting policies, internal auditors (if any) and all investment guidelines; h) to approve all contracts obligating the corporation to expend or repay an amount in excess of $25,000 and which was not included in a previously approved annual budget; i) to approve all plans of merger, consolidation or voluntary dissolution of the corporation; j) to approve the sale, lease, exchange, mortgage, pledge or other disposition of more than $100,000 in value of property and assets of the corporation in any one year which is not within an approved budget; k) to approve the creation of majority controlled or owned subsidiaries or affiliates by the corporation; l) to approve the corporations incurring debt, including intrasystem debt, or obligating its assets in excess of an amount designated by the member, unless such debt or obligation was included in a budget previously approved by the member; m) to approve corporate acquisitions by the corporation of any joint venture; n) to approve investments by the corporation in excess of an amount designated by the member, unless such investment was included in a budget previously approved by the member.”

“Sherman west courts tax preparation process includes ongoing consultation with its outside tax consulting firm and tax legal counsel, both of which possess expertise in health care and tax-exempt return preparation, to advise and assist with preparation of the form 990. These advisors worked closely with the organizations finance, tax, and legal associates and other members of the organizations team assembled to participate in the preparation of the form 990. The form 990 is reviewed by finance management, the tax manager, the vp of finance / corporate controller, the chief financial officer, and advocates outside tax consulting firm and tax legal counsel. Prior to presenting the form 990 to the board of directors audit committee in november, the organizations team, including its advisors, met frequently to discuss and review drafts of the form 990. At the november audit committee meeting, the vp of finance / corporate controller and chief financial officer coordinated a review of the form 990 with committee members, as the audit committee is the committee of the board of directors charged with oversight of audit and tax matters. The vp of finance / corporate controller and chief financial officer responded to the audit committee members questions and provided the opportunity for detailed discussion of the form 990. The changes identified were incorporated, and then a complete copy of the final form 990 was provided to each member of the organizations board of directors before the form 990 was filed.”

“The organization's conflict of interest policy applies to various people, including members of advocate's board of directors, governing councils, officers, associates, volunteers, and medical staff members with administrative responsibilities. Annually, the compliance department sends this policy and the advocate code of business conduct to a range of individuals who may be in a position to exercise substantial interest over a particular matter (defined as 'interested persons'). They are required to read the policies and provide a disclosure statement to the compliance department, which identifies activities and relationships that could potentially give rise to a conflict of interest. The chief compliance officer reviews the disclosures and provides a report to the system business conduct (compliance) committee, executive management team and the audit committee of the board for review. The report is then provided, in relevant part, to the site chief executive officers. Potential conflicts are reviewed by the compliance department on a case by case basis. Follow up procedures conducted are unique to the given circumstance, and may include reviewing the potential conflict with the interested person, or investigating the matter in consultation with the interested persons supervisor and/or site management. In circumstances where the interested person is not a member of the board, or governing council, or a committee thereof, or a person of interest, if it is determined that there is an actual conflict of interest, the supervisor of the individual is responsible for making an appropriate response, potentially including a restriction of the individuals job duties with respect to the matter giving rise to the conflict.”

“The organization makes its financial statements available to the public through the following websites: - dacbond.com (digital assurance certification llc), - emma.msrb.org (electronic municipal market access). The organization does not make its governing documents or conflict of interest policy available to the public.”