Lurie Childrens Pediatric Anesthesia Associates

“The authority to review and approve executive compensation has been delegated to the compensation committee of children's hospital of chicago medical center board of directors ("compensation committee"). The compensation committee has adopted a written executive compensation philosophy which it follows when it reviews and approves the compensation and benefits of the organization's senior management, including the president. The compensation philosophy is subject to periodic review for continued appropriateness by the compensation committee. With the assistance of a compensation consultant and information from a variety of external sources (specified on schedule j), the compensation committee confirmed the total amounts to be paid were reasonable and comparable to amounts paid by similarly situated organizations for functionally similar positions. Legal counsel advises the compensation committee with respect to federal tax requirements in setting compensation and the establishment of the rebuttable presumption of reasonableness. The process followed by the compensation committee, including a description of the data relied upon and the compensation committee's decisions, was thoroughly and contemporaneously documented. The compensation committee has expressly reviewed the reasonableness of compensation paid to identified executives, and has concluded, as the result of a process that is designed to qualify for the rebuttable presumption of reasonableness under federal tax law, that all such amounts are reasonable and do not exceed fair market value for the services provided. The compensation committee is comprised of members of children's hospital of chicago medical center board of directors who have been determined to be disinterested for these purposes. The compensation committee conducts an ongoing and periodic review of the disinterested status of its members and will take appropriate action with respect to anyone having an interest with respect to one or more executives so as to preserve the application of the rebuttable presumption of reasonableness.”

“Children's hospital of chicago medical center is the organization's sole corporate member.”

“The organization's sole corporate member, children's hospital of chicago medical center, has certain reserved powers, including the power to appoint and remove physician directors of the lurie children's pediatric anesthesia associates board.”

“Children's hospital of chicago medical center, through its board of directors or designated committee, as the sole corporate member of the organization, has certain reserved powers with respect to appointment and removal of certain directors, appointment of certain officers, approval of amendments to governing documents, approval of financial matters, and approval of significant transactions including, but not limited to, merger, dissolution, disposition of assets other than in the ordinary course of business, and creation of subsidiaries.”

“The audit and compliance committee is the committee of the medical center board charged with the oversight of audit, tax and compliance matters for the parent and affiliates. During a special audit and compliance committee meeting, and before form 990 was filed, the committee was provided a review of form 990 by the chief financial officer ("cfo"). The cfo and outside tax advisor also responded to the audit and compliance committee members' questions and afforded them the opportunity for detailed discussion of form 990, prior to the audit and compliance committee taking action to approve the filing of form 990. A full copy of the organization's form 990 was then provided to the respective filing organization's board following the audit and compliance committee's approval. As part of its annual return preparation process, the organization, on an ongoing basis, consulted its tax consulting firm and outside tax legal counsel, both of which possess expertise in health care and tax-exempt return preparation, to advise and assist in the preparation of form 990. These advisors worked closely with the organization's finance personnel and other members of the organization's team assembled to participate in the preparation of form 990. Prior to presenting form 990 to the medical center board's audit and compliance committee, the organization's team, including its advisors, met frequently to discuss and review drafts of form 990. Subsequent to the audit and compliance committee review and approval, form 990 was provided to the respective filing organization's board of directors.”

“On an annual basis, children's hospital of chicago medical center (the "medical center") and its affiliates (collectively the "corporation") provide a comprehensive questionnaire to its board members, senior management and other key employees posing questions about actual or potential conflicts of interest. The medical center initiates follow up contact to those who do not respond and to clarify responses, where necessary. The medical center reviews each disclosure and provides a summary of relevant disclosures for the review and approval of the medical center board's nominating and governance committee. Board members, senior management, and key employees are subject to an applicable medical center conflict of interest policy and to a code of conduct, which includes the ongoing responsibility to promptly disclose conflicts of interests or duality of interests to a designated individual(s). Disclosures are provided to the nominating and governance committee of the medical center board of directors, which considers all conflict and duality of interests issues. If the disinterested members of the nominating and governance committee have determined that a potential or actual conflict of interest or duality of interest exists, the nominating and governance committee shall determine if preparation of conflicts management guidelines will sufficiently mitigate the potential or actual conflict of interest and/or duality of interest. If the nominating and governance committee determines that conflicts management guidelines will sufficiently mitigate the potential or actual conflict of interest and/or duality of interest, the chief legal officer will prepare said conflicts management guidelines regarding the particular person's potential or actual conflict of interest and/or duality of interest for review, approval, and oversight by the nominating and governance committee. The chief legal officer shares the conflict management guidelines with the applicable person following approval by the nominating and governance committee. The conflicts management guidelines may require any or all of the aspects below. 1. The relevant person shall recuse themselves from all or a portion of the meeting of the board or committee on which the person serves while the proposed contract, transaction, or arrangement giving rise to the conflict of interest and/or the situation giving rise to a duality of interest is discussed. In addition, the person shall recuse themselves from all or a portion of the meeting of the board or committee on which the person serves while the matter is voted on, and only disinterested directors or committee members, as the case may be, may vote to determine whether to approve the contract, transaction, arrangement, or situation giving rise to the conflict of interest or duality of interest. In determining whether and when to require the person to recuse themselves during discussion of the proposed contract, transaction, or arrangement giving rise to the conflict of interest and/or the situation giving rise to a duality of interest, the disinterested board directors or committee members, as the case may be, shall balance the need to facilitate the discussion by having such person on hand to provide additional information with the need to preserve the independence of the determination process. 2. With respect to a conflict of interest or duality of interest, the disinterested members of the nominating and governance committee shall exercise due diligence to determine whether the contract, transaction, or arrangement presented by the conflict of interest or duality of interest is fair and reasonable and in the best interest to the corporation. In reaching such determination, the nominating and governance committee shall determine whether there are alternatives to the proposed contract, transaction or arrangement that would not give rise to a conflict of interest or duality of interest. If a more advantageous contract, transaction, o”

“The organization's financial statements are publicly available online at www.dacbond.com. The organization's articles of incorporation and annual reports are available through the illinois secretary of state. The organization also makes its general governing documents available to the general public upon request.”

“In pursuit of such purposes, the corporation may: (i) engage in the professional enterprise of furnishing information, research, and clinical studies and performing other services associated with the specialty of pediatric anesthesia and all its related fields; (ii) provide information and instruction to graduate physicians and other healthcare personnel in medical specialty education related to pediatrics and pediatric anesthesia; (iii) conduct research in all branches of clinical medicine, with specialties in pediatrics and pediatric anesthesia; (iv) provide medical information to patients in connection with the foregoing, without regard to the patient's ability to pay; (v) propose, encourage and stimulate research, experiments and studies related to diseases affecting pediatric patients and foster the education of the medical community and the dissemination of information relating to maladies and illnesses affecting pediatric patients and the alleviation thereof; and (vi) engage in such other activities of a charitable and/or medical and educational nature as may be permitted under the provisions of the illinois act.”

“In pursuit of such purposes, the corporation may: (i) engage in the professional enterprise of furnishing information, research, and clinical studies and performing other services associated with the specialty of pediatric anesthesia and all its related fields; (ii) provide information and instruction to graduate physicians and other health care personnel in medical specialty education related to pediatrics and pediatric anesthesia; (iii) conduct research in all branches of clinical medicine, with specialties in pediatrics and pediatric anesthesia; (iv) provide medical information to patients in connection with the foregoing, without regard to the patient's ability to pay; (v) propose, encourage and stimulate research, experiments and studies related to diseases affecting pediatric patients and foster the education of the medical community and the dissemination of information relating to maladies and illnesses affecting pediatric patients and the alleviation thereof; and (vi) engage in such other activities of a charitable and/or medical and educational nature as may be permitted under the provisions of the illinois act.”

“Lurie children's pediatric anesthesia associates ("lcpaa") is an illinois not for profit corporation and an organization described under section 501(c)(3) of the code. On january 1, 2019, children's hospital of chicago medical center (fein 36-3357004) became the sole corporate member of lcpaa. Lcpaa is the exclusive provider of pediatric anesthesiology services to patients of ann & robert h. Lurie children's hospital of chicago ("lurie children's"). Lcpaa is composed of trained pediatric anesthesiologists who are best equipped to safely care for children because of their deep understanding of how children's bodies work, how children react to medications and anesthesia, and how the illnesses children suffer from differ from those in older patients. Lcpaa provides specialized programs, including post-operative pain relief, chronic pain services, and patient-controlled analgesia. In addition to providing a wide range of pediatric anesthesia services, lcpaa engages in research and education. Anesthesiologists employed by lcpaa provide information and instruction to medical students, graduate physicians in residencies and fellowships, and other health care professionals in medical specialty education related to pediatrics and pediatric anesthesia. Lcpaa conducts research in all branches of clinical medicine, with specialties in pediatrics and pediatric anesthesia, and proposes, encourages and stimulates research, experiments, and studies related to diseases affecting pediatric patients. Through this work, lcpaa fosters the education of the medical community and the dissemination of information relating to maladies and illnesses affecting pediatric patients and the alleviation of those conditions. Lcpaa provides services regardless of the patient's ability to pay. It accepts patients covered by medicare and medicaid and provides financial assistance under its financial assistance policy.”

“Ann & robert h. Lurie children's hospital of chicago pays and issues forms w-2 to employees who work for lurie children's pediatric anesthesia associates. The allocation of the salary costs are disclosed on form 990, part ix, statement of functional expenses.”

“Pension adjustment - -145492;”