Elmhurst Memorial Healthcare

“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 Endeavor Health's 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 Endeavor Health Compensation Committee, in session with legal counsel present, in advance of implementation.”

“Joseph Dant, Jason Ogden, Lydia Andrasz, and Shivani Bautista - Business relationship”

“Elmhurst Memorial Healthcare (EMHC) has one corporate member. Edward-Elmhurst Healthcare, an Illinois not for profit corporation (the "corporate member").”

“The board of trustees is identical to the number and composition of the board of trustees for Edward-Elmhurst Healthcare. The board of trustees of the system parent, endeavor health, elects individuals to fill the offices of the trustees whose terms of office are due to expire at the end of the fiscal year during their annual meeting.”

“Endeavor Health, through action of the Endeavor Health Board of Directors or President & CEO, holds the following reserved powers over Elmhurst Memorial Healthcare. - Develop, approve and modify annual operating and capital budgets and strategic plans for the Corporation and its Affiliate Entities - Determine all material changes in the clinical programs and services to be provided by the Corporation and its Affiliate Entities, including the establishment, expansion, reconfiguration, reduction or discontinuation of clinical programs and services - Any discontinuation of a "category of service" (as defined by the Illinois Health Facilities Services Review Board) and any closure or permanent repurposing of any material licensed health care facility owned or operated by the Corporation and its Affiliate Entities - Initiate and/or approve amendments or restatements of the governing documents of the Corporation and its Affiliate Entities - Establish or change existing medical education programs - Approve indebtedness and unbudgeted capital expenditures above a designated dollar threshold set for the Corporation and its Affiliate Entities by the System Parent from time to time - Establish, amend or terminate third-party payor relationships of the Corporation and its Affiliate Entities - Approve ordinary course of business contractual relationships between the Corporation and/or its Affiliate Entities and a third party involving: (1) consideration in excess of a designated dollar threshold set for the Corporation and its Affiliate Entities by the System Parent from time to time, (2) a restrictive covenant applicable to the Corporation and/or its Affiliate Entities; or (3) a term in excess of three (3) years that cannot be terminated without cause - Approve any changes to any of the Corporation's or Affiliate Entities' employee benefit or compensation plans or executive agreements - Approve any agreement involving the licensing of trademarks or intellectual property to or from a third party - Hire, terminate and evaluate the terms of employment for the Corporation's President and Chief Executive Officer and the President and Chief Executive Officer of the Affiliate Entities, as applicable - Approve any real property acquisitions, dispositions or lease transactions of the Corporation and its Affiliate Entities above a designated dollar threshold set for the Corporation and its Affiliate Entities by the System Parent from time to time, as well as any mortgage or encumbrance of real property of the Corporation and its Affiliate Entities above a designated dollar threshold set for the Corporation and its Affiliate Entities by the System Parent from time to time - Evaluate and approve any acquisition, affiliation, joint venture, merger, corporate consolidation or restructuring, sale of all or substantially all of the assets or similar transaction by or involving the Corporation and/or its Affiliate Entities, as well as any dissolution, liquidation or termination of any affiliation or joint venture by or involving the Corporation and/or its Affiliate Entities - Select the auditor for, and approval of all audits of, the Corporation and its Affiliate Entities - Select outside legal counsel and approve any waiver, settlement or compromise of any legal proceeding, suit, claim, regulatory or other action involving the Corporation and/or its Affiliate Entities if the amount in controversy is in excess of a designated dollar threshold set for the Corporation and its Affiliate Entities by the System Parent from time to time - Approve the filing of any petition for bankruptcy of the Corporation and/or any of its Affiliate Entities. - Approve the nomination and/or remove with cause any member of the board of directors of the Corporation or its Affiliate Entities - Establish and ensure implementation of system-wide quality standards that protect and enhance the Corporation's and Affiliate Entities' brands - Establish and ensure implementation of finan”

“The Form 990 was reviewed by executive management and an outside accounting firm. The Form 990 was then provided to the Board of Trustees of the health system parent, Endeavor Health for review and 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.”

“Currently, the organization's governing documents and conflict of interest policy are available upon request. If a request is received for this information, it is forwarded on to either the legal department or the finance department, and the materials would then be provided to the requestor. Audited financial statements are available on the EMMA (electronic municipal market access) website at www.emma.msrb.org.”

“Pursuant to treasury regulation section 1.6033-2(d)(5), Elmhurst Memorial Healthcare (EIN: 36-4037473), the parent entity of Elmhurst Memorial Healthcare Group (EIN: 35-2339114), has elected to report information about compensation and other information for officers, directors, trustees, and key employees and certain other highly compensated employees on a consolidated basis along with all members of the group on the Elmhurst Memorial Healthcare Group form 990.”

“Vendors for the filing organization are paid by a related tax-exempt entity. As such, all required Form 1099 reporting is filed under the EIN of the related entity.”

“Pursuant to treasury regulation section 1.6033-2(d)(5), Elmhurst Memorial Healthcare (EIN: 36-4037473), the parent entity of Elmhurst Memorial Healthcare Group (EIN: 35-2339114), has elected to report information about compensation and other information for officers, directors, trustees, and key employees and certain other highly compensated employees on a consolidated basis along with all members of the group on the Elmhurst Memorial Healthcare Group Form 990. Accordingly, Line 2a is 0.”

“Net asset transfers from affiliates - 3232; Other changes in net assets - -171; Total - 3061;”