Memorial Health System

“Memorial health system board members james bruner, richard levi, and sergio pecori are all on the illinois national bank board of directors. Memorial health system board member nina harris and key employee mitchell johnson are board members of security bank. William putman, m.d. Is a mhs board member and is a board member of springfield clinic, llp. Todd wise and diane rutledge, ph.d. Are both mmc board members. Mr. Wise is an officer and director of united community bank, where ms. Rutledge is also a ucb board member.”

“The corporation contains 101 individual members who elect the board of directors.”

“The individual members of the corporation have the power and authority to elect the corporation's board of directors, as well as the power and authority to remove member elected directors.”

“Individual members of the corporation have no voting rights with respect to the management, control or operation of the affairs and properties of the corporation. Only the board of directors can make decisions in that regard.”

“A final draft copy of the mhs form 990 and all attachments is provided to all of the memorial health system board of directors and a board committee prior to filing. All questions and comments arising from these reviews are addressed prior to submission of the return to the appropriate taxing authorities.”

“All officers, directors and key employees of the corporation are required to annually review the conflict of interest policy and complete a specific disclosure statement which is attached to the policy. Memorial health system monitors and enforces its conflict of interest policy by identifying any potential conflicts at the time each meeting agenda is prepared. Any officer or director who has a conflict is notified of such conflict, as well as their obligation to abstain from the discussion and vote on any conflicted issues(s). Such abstention(s), if required, are documented in the minutes of each meeting. Board members are also required to update their conflict of interest disclosure statements promptly in the event of any change in personal or business activities that would require such disclosure.”

“The memorial health system board of directors has appointed a leadership compensation committee made up of past and present independent members of the board of directors, and has delegated to it the responsibility of administering, overseeing and approving all forms of compensation and benefits provided to executive leadership, including the chief executive officer and the chief financial officer and other senior vice presidents, who are key employees. The board has adopted a leadership compensation philosophy statement describing the role and responsibilities of the committee. This philosophy expressly states the committee's intent, on behalf of the corporation, to take all the steps necessary to qualify for the rebuttable presumption of reasonableness under the federal income tax law intermediate sanctions rules. The committee analyzes every element of compensation (including current, incentive and deferred compensation) and benefits (including qualified and non-qualified benefits). The committee conducts its review and approval process at least annually, and approves compensation and benefits only to the extent that the committee has concluded that the compensation and benefits constitute no more than reasonable compensation for each executive. In connection with the most recent review and approval process, the committee received professional advice from an independent consultant and outside legal counsel. The committee consists entirely of past and present disinterested members of the board or disinterested committee members who under state corporate law may serve on such a committee. The committee works with its compensation consultant to prepare and review in advance comprehensive data showing the compensation provided by similarly situated organizations for functionally similar positions. The committee also prepares a timely and thorough written record of its procedural criteria necessary to qualify for the rebuttable presumption of reasonableness under the federal income tax law intermediate sanctions rules.”

“The governing documents of memorial health system, such as articles of incorporation and any amendments thereto, are available to the general public through the illinois secretary of state's office. These governing documents, as well as the bylaws, conflict of interest policy and financial statements, are available upon request from the corporation. These documents are available for the same period of time as set forth in irc section 6104(d).”

“Nonoperating reconciling items 467,111. Change in unrestricted net assets 17,495,595. Exec salaries in mgmt fee income 1,770,314. Related partnership book/tax diff -268.”

“Memorial health system collected rental income from affiliates during the fiscal year ended september 30, 2015. The values listed in schedule r, part v, line 2 were determined using fair market value.”