Harrisburg Medical Center Foundation

“Compensation for the organization's president and other officers is paid by southern illinois hospital services, inc. (sihs), a related tax-exempt organization. The board of trustees sets the executive compensation policy and is responsible for approval of the compensation. The governance committee is designated by the board to act as the compensation committee for matters concerning executive compensation. Each member of the committee, while considering executive compensation issues, must be an independent director, free from any conflict of interest. The committee seeks out and contracts the services of an outside, independent executive compensation consultant to advise the committee in matters of market values of comparable executive positions. The committee annually reviews all comparability data and prepares a recommendation as to the compensation package of the president/ceo for the full board. Only the full board has the authority to approve the compensation of the president/ceo. The decisions and deliberations are documented in the governance committee minutes. This process was last undertaken in june 2024. Because the organization's president and other officers are not paid by the filing organization, the form 990 instructions require this to be answered "no."”

“Harrisburg medical center is the sole member of the foundation. Harrisburg medical center has voting rights as the sole member of the foundation.”

“Harrisburg medical center board of directors appoints the board of the foundation.”

“All actions of the corporation shall be by its board of trustees, subject to the following matters which require the approval of the corporate member: a. Approve, interpret and change any statement of mission, philosophy, role and purpose of the corporation b. Approve and amend the bylaws and articles of incorporation of the corporation c. Fix the number, appoint and remove, with or without cause, any director of the corporation d. Approve the merger, dissolution, consolidation or reorganization of the corporation e. Approve the acquisition, sale, lease, transfer or other alienation of property of the corporation, other than in the usual and regular course of the corporation's business f. Approve capital and operating budgets of the corporation g. Approve any debt incurred by the corporation h. Approve the disposition of the assets of the corporation at the time of its dissolution i. Establish (i) policy concerning quality of care and services or (ii) policy and procedures concerning finance and resources for the corporation, which are inconsistent with policies established by the corporate member j. Approve long-range financial and strategic plans for the corporation k. Approve an internal auditing program for the corporation, which is inconsistent with the internal auditing program established by the corporate member l. Appoint and remove the executive director of the corporation provided, however, that the administrator and ceo ofthe medical center shall confer with the board of directors of the corporation concerning the appointment or removal of the executive director m. Take any action which would be inconsistent with the policies of the corporate member”

“A draft of the form 990 and supplemental schedules was distributed to the corporate member's cfo and finance committee for review and comments. After a review and comment period, all suggestions and comments were considered, and the form 990 was updated as appropriate. The finalized form 990 and supplemental schedules was then presented to the organization's board of trustees and a copy of the return was made available to every member of the governing body before it was filed with the irs.”

“Annually, the corporate member's general counsel sends out a conflict-of-interest questionnaire to each trustee, director, officer, manager, and key employee to complete and return. The general counsel then reviews these questionnaires to determine what conflicts, real or perceived, exist. Per the policy, the trustees are obligated to give notice if a conflict has been overlooked or if a discussion or action comes before the board which may involve or create a conflict of interest for someone. If a trustee has a conflict of interest, the trustee or the general counsel discloses the conflict. The trustee with the conflict is allowed to remain in the meeting to answer any question the trustee may need to answer and then the conflicted trustee is excused from the meeting. The remaining trustees then discuss the matter further and action is taken on the matter. Finally, the conflicted trustee is then invited back into the meeting. Interested persons may also be asked, in rare situations, to resign their position on the board.”

“The organization makes its conflict-of-interest policy available to the public on its website and upon request. Governing documents and financial statements are not required disclosures pursuant to internal revenue code (irc) section 6104 these documents are not available to the public at this time.”