Proctor Health Systems

“Proctor health care incorporated, a tax-exempt illinois not-for-profit corporation, is sole member.”

“Proctor health care incorporated, as sole member, has the right to "elect, replace or remove at any time and from time to time, and without cause, members of the board of trustees of the corporation."”

“Proctor health care incorporated, as sole member, approves all decisions of the governing body.”

“The form 990 is prepared internally by the iowa health system tax department using information gathered from various functional areas of the organization. Each section of the return is reviewed by the responsible functional area along with the tax department. A draft copy of the return is provided to the cfo for review. A full copy of the form 990 is provided to the board of directors prior to filing with the irs.”

“The organization has a conflict of interest policy. Annually all officers, directors, key employees and reporting physicians are requested to complete a questionnaire to report potential conflicts of interest. Persons who have not returned questionnaires are contacted additional times in an effort to receive complete and accurate responses from all persons. The annual questionnaires include an acknowledgement that the officer, director, key employee or reporting physician: 1) has access to a copy of the conflict of interest policy; 2) has read and understands the policy; 3) agrees to comply with the policy; 4) understands that the policy applies to all committees and subcommittees having board-delegated powers; and 5) understands that the organization is a charitable organization and that in order to maintain its tax-exempt status, it must continuously engage primarily in activities which accomplish one or more of its tax-exempt purposes. Senior administrative staff at all related organizations provide information to a central coordinator related to the identification of which individuals should receive the questionnaire for completion. The results are compiled centrally and reviewed by the iowa health system compliance officer and director of internal audit. The detail results are reported to a committee of the system board. The results related to specific regional parent companies, their hospitals and related organizations, are distributed in detail to the chairperson of the regional parent organization, the chief executive officer, chief financial officer and compliance manager. These individuals are also reminded of the appropriate process to be followed during the year to address potential conflicts of interest that relate to matters that are brought to the board of directors for action. The information disclosed is used to identify potential conflicts of interest and to assist in completing irs and medicaid questionnaires. Any duality of interest or possible conflict of interest on the part of any organizational officer, director, key employee or reporting physician together with all material facts, should be disclosed to the board of directors and made a matter of record, either through an annual procedure or when the interest occurs or becomes a matter of board action. Any organizational officer, director, key employee or reporting physician having a conflict of interest in any matter should not be present during general discussion nor vote or use his or her personal influence on the matter, and he or she should not be counted in determining the existence of a quorum for purposes of the matter or item as to which a conflict exists. The board should exclude the individual from any discussion or vote in which the board decides whether or not a conflict of interest exists. In cases in which an officer, director, key employee, reporting physician or the individual's household member has a conflict of interest in an arrangement or transaction, the following additional steps may be taken at the direction of the board of directors: 1) after disclosure of the financial interest and all material facts, and after any discussion with the interested person, he or she shall leave the board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall 1) decide if a conflict of interest exists, 2) a disinterested person or committee may be appointed to investigate alternatives to the proposed arrangement or transaction; 3) in order to approve the arrangement or transaction, the board must first find, by majority vote of disinterested members, that the arrangement or transaction is in the organization's best interest, is fair and reasonable to the organization, and, after reasonable investigation, the disinterested members have determined that a more advantageous transaction or arrangement cannot be obtained with reasonable efforts under the circumst”

“The executive committee of the iowa health system board of directors ("committee") conducts a comprehensive annual review of all compensation and benefits provided to the organization's officers and key employees, including the ihs chief executive officer (the "ceo"). This annual review compares the total compensation and value of benefits provided to each executive, on a position by position basis, to that provided to functionally similar positions in similarly situated organizations. This review is conducted by the committee with the assistance of a national, independent compensation consultant reporting directly to the committee. The committee has been delegated the responsibility for oversight of executive compensation and is made up entirely of independent directors within the meaning of the "rebuttable presumption of reasonableness" under the federal income tax intermediate sanctions rules. The compensation consultant holds itself out to the public as a compensation consultant, performs these valuations on a regular basis, is qualified to make the valuations of the services involved, and has so indicated in a written certification to the committee. Based upon the advice of the compensation consultant, and applying the board's compensation philosophy, the committee establishes the overall adjustment in compensation and benefits for approximately the top fifty executives in the entire health system (several of which are employees of the filing organization) and delegates to the ceo the authority to make adjustments, consistent with the committee's direction, for the other executives. The committee determines all aspects of the compensation and benefits of the ceo. The committee intentionally takes all the steps necessary to qualify for the rebuttable presumption of reasonableness under the federal income tax law intermediate sanctions rules, including contemporaneous substantiation of all committee meetings and actions. The organization believes it is in full compliance with section 4958 of the irc, provides no more than reasonable and fair market value compensation and benefits for its employees and does not provide any excess compensation or benefits as prohibited by section 4958. The annual review of compensation and benefits was last performed in december 2014 for the following individuals: robert quin and deborah simon. The compensation and benefits of the other persons listed on form 990, part vii was established by an independent person/committee using an independent compensation consultant and/or compensation survey or study for similarly qualifed persons in functionally comparable positions at similarly situated organizations. Compensation and benefits are based on the fair market value of the services provided to the organization.”

“The organization's governing documents are available upon request through the iowa health system, our parent organization, legal department. The organization's conflict of interest policy and financial statements are publicly available on the iowa health system website, www.unitypoint.org.”