Siu Physicians & Surgeons Inc.

“The organization has members as described in the organizational bylaws. These bylaws lay out the specific requirement for membership.”

“Four directors are elected by the membership representing each of the major primary care or specialty departments and 1 member-at-large. A nominating committee is appointed by the board of directors who solicits nominations from the membership. The members then vote in one of the categories for a director. Each director is elected to a three year term and can serve no more than two consecutive terms.”

“The only decision of the governing board that is subject to the membership is a change in the bylaws. A bylaws change requires a simple majority of the voting members.”

“Form 990 is initially reviewed by the chief financial officer. A copy is provided to the compensation committee of the board of directors for their review and recommendation to the board for approval. Any questions or changes are addressed by the cfo.”

“Conflict of interest statements are submitted annually to the corporate compliance officer who reviews for potential conflicts. At board of directors meetings, the directors are asked at each meeting of any potential conflicts related to the meeting agenda. Potential conflicts are discussed and when they exist, board members either recuse themselves from discussion,voting, or the meeting as appropriate.”

“External compensation data is used for all directors and officers. Data typically used would include national trade association data such as mgma or aamc. Compensation caps are set from medium to no greater than the 90 percentile. Once an employee exceeds the absolute compensation cap, no additional income can be earned. The compensation committee, which consists of independent voting members of the board of directors, reviews the recommendations and make changes or approve. This process occurs annually.”

“Siu physicians and surgeons makes its conflict of interest policy available on its public website. Each board meeting starts with a request for disclosure of conflicts of interest for the meeting agenda. Bylaws, board meeting minutes, and financial statements are not available to the public.”

“No change from prior year.”