Northwestern Memorial Healthcare

“Kishhealth system is the sole member of kishhealth system home care.”

“Per the organization's by-laws, kishhealth system, as sole member, reserves the power to elect or remove, with or without cause, any members of the board and approve, evaluate or remove, with or without cause, the practice administrator and any khc officers.”

“Per the organization's bylaws, the board may take no action pertaining to the following without approval of the khs board: a. Approving the annual operating and capital budgets for the agency; b. Electing the members of the agency's board; c. Approving the strategic plan for the agency; d. Approving the disposition of any assets of the agency other than in the ordinary course of business of the agency; e. Approving any change in membership of the agency; f. Approving, evaluating and/or removing the president and reviewing and approving the employment contract of the president and establishing compensation for such office; g. Approving the adoption of and amendments to the organizational documents, including the articles of incorporation or the bylaws of the agency; h. Approving the adoption of a plan of merger or adopting a plan of consolidation with another corporation; i. Exercising all rights that the agency has as a shareholder or member of a subsidiary entity; j. Authorizing the sale, lease, exchange, or mortgage of all or substantially all of the property and assets of the agency; k. Authorizing the voluntary dissolution of the agency or revoking proceedings thereof; l. Adopting a plan for the distribution of the assets of the agency; m. Approving any affiliations of the agency; n. Requiring minutes of meetings, financial records and such other information as may be necessary to property evaluate the performance of the agency; 0. Transferring money or property among the agency, khs and one or more subsidiary corporation if such transfer is not within the annual operating and capital budget for the agency; and p. Initiating action to remove or reinstate a director in accordance with section 4.13. Subject to the authority of the board as set forth in this article iv, the khs board may initiate and approve any of the foregoing on behalf of the agency.”

“A draft copy of form 990 is provided to the governing body (board of directors) and the goverance committee for review by the return preparer prior to filing. The organization's ceo, cfo, and other members of the accounting department are also provided a copy of the return for their review. The chair of the audit committee and the audit committee members are also provided draft copies and review. If changes are necessary, they are reported to the return preparer and incorporated into the final return.”

“Conflicts of interest are investigated by appointed members of the goverance committee on an ongoing basis. If it is determined that an individual failed to disclose an actual or possible conflict of interest, it shall inform the individual of such a belief and afford him an opportunity to explain. After said explanation, the board shall take appropriate disciplinary and corrective action as deemed necessary. The conflict of interest policy is reviewed by the board annually and updated as needed.”

“Kishhealth system home care is not directly involved in determining the compensation of the ceo, executive director, or top management, as the individuals are employed through kishhealth system. Kishhealth system does comply with the requirements noted above. Through the oversight of the board of directors executive compensation committee, the kishhealth system executive total compensation program will be competitively positioned in the market place of relevant organizations and fall within the safe harbor guidelines established by the intermediate sanctions rules. The executive compensation committee is made up of three members of the board of directors who meet the board approved definition of "independent directors". Annually the executive compensation committee contracts with sullivan, cotter and associates, an independent human resources consulting firm to provide the committee analysis and comparability data. Using the supplied data the compensation committee approves each executive's total cash compensation and provides contemporaneous substantiation of the deliberation and decision. Total cash compensation is defined as the sum of base salaries plus incentive awards. Based on the comparability data and the performance of each executive in meeting goals and strategic objectives, the executive compensation committee approves increases and incentive awards for each executive within the guidelines established. The executive compensation committee reports on all compensation matters to the full board of directors.”

“The organization's governing documents, conflict of interest policy and financial statements are available to the public upon request in writing to administration.”

“Medical director fees: program service expenses 1,200. Management and general expenses 0. Fundraising expenses 0. Total expenses 1,200. Consulting fees: program service expenses 869. Management and general expenses 0. Fundraising expenses 0. Total expenses 869. Service fees: program service expenses 439. Management and general expenses 0. Fundraising expenses 0. Total expenses 439. Other contracted services: program service expenses 330,001. Management and general expenses 0. Fundraising expenses 0. Total expenses 330,001.”

“No changes in this process were made during the tax year. The organization maintains an independent audit committee which is responsible for oversight of the audited financial statements. This committee is also responsible for the selection of the independent auditor. Members of the audit committee are also members of the kishhealth system board of directors. Kishealth system is the parent corporation of kishhealth home care.”