Northshore University Healthsystem Faculty Practice Associates

“The President of NorthShore University HealthSystem Faculty Practice Associates is included in the compensation review of NS-EE Holdings. A detailed compensation review of the top executives, including the Chief Executive Officer, is conducted annually. Market data is collected and assessed by an external independent compensation consultant who specializes in compensation consulting within the healthcare industry. The work product from this study is reviewed separately with NS-EE Holdings' Board-retained legal counsel. Market data for base and variable compensation is assessed annually for integrated delivery systems and academic medical centers that are similar in size and complexity. The market assessment includes assessing job content in order to make appropriate market data comparisons. Specific recommendations are then reviewed, discussed and approved as appropriate with the NS-EE Holdings Compensation Committee, in session with legal counsel present, in advance of implementation.”

“Julian E Bailes, Michael S Caplan, Wanda Cruz-Knight, Robert R Edelman, John Erwin III, Neil Freedman, Gerald P Gallagher, Joseph Golbus, Karen L Kaul, Jason L Koh, Frederick E Miller, Mohammed Minhaj, Susan Rubin, Richard K Silver, and Mark S Talamonti - Business relationship, Karen L Kaul and Deborah L Kirkorsky - Business relationship”

“The sole member of NorthShore University HealthSystem Faculty Practice Associates is NorthShore University HealthSystem, a not-for-profit corporation.”

“The Board of Directors of NorthShore University HealthSystem Faculty Practice Associates is appointed by NorthShore University HealthSystem.”

“The election of the NorthShore University HealthSystem Faculty Practice Associates (FPA) Chairman of the Board, the Vice Chairman, and the President are subject to the approval of NorthShore University HealthSystem (NorthShore). In addition, the compensation of the FPA officers must be approved by NorthShore. Any amendments to the FPA bylaws must also be approved by NorthShore.”

“The Form 990 was reviewed by executive management and an outside accounting firm. The Form 990 was then provided to the NS-EE Holdings' Board of Trustees for review for the ability to ask questions of management prior to filing.”

“All officers, directors and employees are required to report potential conflicts of interest to the Compliance Officer when his/her circumstances could create a conflict of interest, or prior to their arising, so that the health system can proactively review the report to identify actual and potential Conflicts of Interest. In addition, on an annual basis, members of the Board of Directors, Corporate Officers, and other key employees will be provided with a Conflict of Interest Questionnaire, which is used for purposes of reporting potential Conflicts of Interest. Subsequent to reporting, and depending on the nature of the matter, the Compliance Officer will review the reported information and arrive at a determination regarding the matter based upon his/her knowledge of the organization and/or in consultation with other members of management. Determinations will be reviewed with the Executive Leadership Team or designee for members of management, all categories of physicians, and the Board of Directors. Determinations will be reviewed with the Board of Directors for senior management and members of the Board of Directors. If it is determined that a Conflict of Interest exists, appropriate mitigating or remedial measures may be taken through a management plan. If a management plan has yet to be developed and the individual is involved in discussion related to his/her conflict, the individual must disclose the Conflict of Interest to those involved in the conversation and must recuse him/herself from participating in the conversation and making a decision on behalf of the health system. If this conversation takes place at a Board meeting, the minutes of the meeting should reflect the fact that the Conflict of Interest has been disclosed and the individual has recused him/herself. If the issue or circumstances cannot be adequately addressed through a management plan or if the proposed or actual arrangement is inconsistent with the health system's Guiding Principles for Conflicts of Interest, the conflict will be eliminated. Disclosure of the management plan may be made to appropriate individuals or committees, which may include patients, students, a department, group, or others as necessary. Monitoring and oversight of Conflicts of Interest and management plans will be conducted by the Executive Leadership Team. In the event that an individual engages in prohibited activities or does not provide prompt or transparent Reporting in compliance with this policy or does not comply with a determination and/or management plan, a review will be performed and appropriate corrective action may be taken, including retraining, referral for further action, termination of employment, termination of the agreement with the health system, or removal from the Board of Directors.”

“The NorthShore University HealthSystem Faculty Practice Associates (FPA) governing documents, conflict of interest policy, and financial statements are available to the public upon request. The FPA financial statements are also available to the public through the Illinois Attorney General's Office website as part of the state filing.”

“NorthShore University HealthSystem Faculty Practice Associates follows the mission of NorthShore - Edward-Elmhurst Health (NS-EEH). On January 1, 2022, NS-EE Holdings (NS-EE) became the sole corporate member of NorthShore and Edward-Elmhurst Healthcare (EEH). The mission of NS-EEH is to "help everyone in our communities be their best." Central to this mission is a commitment to providing clinical programs and services that meet community health needs, while also pursuing continuous improvement to identify and understand future needs. NorthShore is a not-for-profit organization principally formed to provide quality healthcare services for the communities it serves. The delivery of healthcare services is provided in a wide range of inpatient and ambulatory healthcare settings, community-wide, employing modern technology and expertise. Support for qualified patients who may not be able to pay the entire cost of their care is a part of the organization's commitment. In support of its primary mission of patient care, the organization engages in a wide range of academic activities in medical education and research. This statement recognizes the Board of Directors' responsibility to maintain the organization's viability to meet its long-term commitment to the communities it serves. It further recognizes the responsibility to maintain technologically current assets for this purpose. This includes the cultivation and development of our physicians, graduate medical students, employees, physical plant, equipment and other resources to assure orderly growth of our services.”

“NorthShore University HealthSystem Faculty Practice Associates (FPA) conducts health care and health care related activities which support and benefit the operation of NorthShore University HealthSystem (NorthShore). On January 1, 2022, NS-EE Holdings (NS-EE) became the sole corporate member of NorthShore and Edward-Elmhurst Healthcare (EEH). NS-EEH is a fully integrated healthcare delivery system committed to providing access to quality, vibrant, community-connected care, serving an area of more than 4.2 million residents across six northeast Illinois counties. NorthShore is the sole corporate member of FPA, and the NorthShore President and Chief Executive Officer is a member of the Board of Directors of FPA. In order to increase the efficiency and quality of health care NorthShore provides, FPA was organized to serve as an integral part of its health care mission and activities. FPA represents almost 1,000 physicians with over 140 offices in virtually every specialty all on staff at the hospitals of NorthShore. FPA physicians provide professional health care services for patients of NorthShore, as well as conduct medical education and research activities on behalf of NorthShore.”

“Fund Balance Transfer - -9354;”