Progressive Health Systems

“Family and business relationships: dr. Smalley and curtis eeton have a business relationship. All board members and officers have a business relationship with each other as a result of all serving as board members or officers of pekin prohealth, inc., a for-profit affiliate of the organization.”

“Delegating authority: the board of directors has contracted with quorum health resources (qhr) to serve as a management corporation to assist in the leadership of the hospital. Qhr provides progressive health system with leadership via the ceo along with other consulting services on financial and staffing needs.”

“Process to review 990: form 990 was reviewed by the ceo, cfo, and controller. Prior to filing, the 990 was provided to the board of directors electronically, and reviewed independently by each member. Questions by board members were handled on an individual basis with management.”

“Organization's policy for monitoring compliance: periodic surveys are performed requesting disclosures of conflicts of interest. If it is determined that a conflict exists, the employee will be required to relinquish either the outside business interest/arrangement or his/her phs employment. The conflict of interest policies apply to individuals who serve as trustees, managers (department heads and above), chiefs of clinical departments, and any other employee, medical staff member or non-employed contractor acting in a managerial or clinical leadership capacity deemed by an administrative officer or chief of service to be in a position to influence decision-making for the organization. Disclosure will occur through an annual conflict of interest disclosure statement and the disclosure of other actual or potential conflicts as they arise. Potential conflicts of interest should be reported to an immediate supervisor, who, in turn, is obligated to report the matter to the corporate compliance officer. The corporate compliance officer is expected to investigate reported conflicts and make a report to the compliance committee on a quarterly basis. All board members are required to report any potential conflicts of interest to the board or an applicable committee of the board. After excusing the member with a potential conflict, the remaining members of the board or committee will discuss and decide if a conflict exists, board members found to have a conflict are required to excuse themselves from any discussions regarding a transaction related to a potential conflict and are prohibited from voting on any such matter.”

“The executive committee shall meet at least once a year, or more frequently if circumstances dictate, to carry out its responsibilities under this policy. The portion of such meetings devoted to such responsibilities shall be held in executive session except that (a) the ceo of pekin hospital shall be invited to attend those portions of the meeting that relate to compensation of persons other than the ceo, and (b) at the invitation of the board chairman, other members of management or outside consultants and legal counsel may be invited to attend such portions of the meetings. Minutes shall be prepared and approved within 60 days after the meeting of the executive committee. At least once every four years, the executive committee shall meet separately to review survey information of executive compensation for similar positions. The executive committee will determine annually whether executive committee members who have been determined to have a material conflict of interest with pekin hospital are eligible to vote on matters related to compensation of officers and key employees. This determination will be made based on the executive committee's judgment as to whether the executive committee member is or could appear to be conflicted in exercising independent judgment in determining executive compensation because of such conflict of interest transaction with pekin hospital. Compensation is reviewed annually by board members. Compensation of the ceo: in july of each year, the executive committee shall review the compensation of the president for the next year. In connection with that review: 1. The executive committee shall review the executive compensation survey information. 2. The executive committee shall review the job performance of the ceo. 3. The executive committee shall review any significant changes to the pekin hospital executive compensation policies and benefits applicable to the ceo. 4. The executive committee shall recommend to the full board of directors the compensation of the ceo and whether such compensation is reasonable and consistent with fair market value for similar positions in like facilities.”

“Compensation of officers and key employees other than the ceo in july of each year, the executive committee shall review the proposed compensation for each officer and key employee for the next year. In connection with that review: 1. The executive committee shall review executive compensation survey information. 2. The executive committee shall review any significant changes to the pekin hospital executive compensation policies and benefits applicable to such officers and key employees. 3. The executive committee shall determine whether the compensation of officers and key employees is reasonable and consistent with fair market value for similar positions in like facilities, and if so, shall recommend to the full board of directors that management be authorized to proceed with implementation of proposed compensation.”

“Disclosure: the governing documents, conflict of interest policy, and financial statements are not made available to the public.”