Munson Medical Center

“Effective 1/1/2022, the munson medical center bylaws were amended to change the size of the board. With the bylaws change, the board will be 10-20 elected directors plus up to 10 appointed ex officio directors, for a total of 20-30 directors.”

“Munson medical center is organized on a nonstock membership basis. The sole member is munson healthcare, an irs section 501(c)(3) tax-exempt organization. In the event of dissolution, munson medical center's net assets would be distributed to munson healthcare.”

“Munson healthcare, as the sole member, elects the trustees for all subsidiary entities, including munson medical center. Effective 1/1/2022, the board of trustees of munson medical center consists of those individuals that are elected or appointed to serve as the directors of munson healthcare. Nominations to munson healthcare are considered and recommended by the munson healthcare governance committee.”

“Certain decisions of the munson medical center (mmc) trustees are approved by the munson healthcare board of directors including: adoption, amendment, restatement or repeal of the articles of incorporation or bylaws of mmc; adoption, execution, revocation or abandonment of a plan of dissolution, merger, consolidation, or reorganization involving mmc; sale, lease, exchange or other disposition of all or substantially all of the property and assets of mmc; acquisition of or the establishment of any subsidiary or affiliate of mmc; adoption of all operating budgets and capital expenditure budgets for mmc; incurrence of operating or capital expenditures by mmc which cause the aggregate operating or capital expenditures to exceed budgeted aggregates by more than five percent (5%) in any fiscal year; incurrence of secured borrowings of mmc, with the exception of equipment leases and purchase money security interests approved as part of mmc's budget; adoption or change in the mission statement, purposes or the strategic goals of mmc; changing substantially the scope of mmc's clinical services and programs offered by mmc; and appointment or removal the president of mmc.”

“The munson medical center board is committed to the accuracy and thoroughness of the form 990 reporting. The munson medical center board receives a copy of the form 990 prior to filing with the irs. Munson medical center belongs to the munson healthcare system. Munson healthcare is the parent company in the munson healthcare system, which undergoes an audit by an external audit firm. At the corporate level, the responsible individuals from the finance, administration, patient financial services, legal, human resources, public relations, and fund development departments prepare and review portions of the form 990. The compensation and leadership development committee reviews the compensation information contained in the core form as well as the schedule j information. The conflict, valuation and compliance committee oversees the conflict of interest disclosure process for board members and key employees to ensure compliance with the conflict of interest policy. The finance and audit committee oversees the form 990 preparation process by ensuring proper controls, policies, people and resources are in place to produce an accurate return.”

“The munson healthcare board of directors (the system parent organization) has a standing conflict, valuation and compliance ("cvc") committee. The cvc committee is composed of independent board and community members. The cvc committee is delegated authority by the board to review and approve the reasonableness/fair market value of financial transactions/arrangements with disqualified persons. Annually, each board member of munson healthcare and all of its subsidiary/controlled entities and all munson executives are required to complete a conflict of interest disclosure/questionnaire. The responses to the disclosure/questionnaire are reviewed by the munson legal department. Any financial arrangements/potential conflicts identified through the disclosure/questionnaires are presented to the cvc committee for its review and determination as to the reasonableness/fair market value. When an action item is considered by a board which involves a potential conflict by a board member, the conflict is disclosed and a board member will abstain from a vote on the action item, and, in addition, the board chair has the discretion/authority to request that the conflicted board member be excused from the meeting for an opportunity for the board to discuss the matter without the presence of the conflicted board member.”

“Compensation for the ceo and other officers and key employees of the organization is determined through the following process: first, an independent firm is engaged to provide comparability data. Then, that data is reviewed by two munson healthcare committees, each of which are comprised of individuals who are not employees or otherwise insiders (defined as board members, physicians & executives) of the organization. First, the board compensation and executive leadership development committee evaluates the data and determines a recommended compensation model based on the comparability data. Next, the board conflict, valuation and compliance committee reviews the recommendations as compared to the comparability data. This committee's role is to determine whether the proposed compensation is consistent with fair market value. If physicians are included in the definition of key employee, the board conflict, valuation, and compliance committee reviews all financial relationships with physicians and compares the proposed financial arrangement with comparability data produced by an outside, independent firm. Physician compensation does not go to the compensation and executive leadership development committee. The comparability data as well as the minutes of each of these committee meetings are maintained for future reference. The mhc board approves the mhc ceo's compensation. The mhc board has delegated to the cvc committee the authority to review and approve compensation arrangements with insiders.”

“Compensation of other key employees is consistent with that of the top executives for munson medical center.”

“The munson medical center articles of incorporation are available to the public on the michigan department of treasury website. Munson medical center does not make the bylaws or conflict of interest policy available to the public. Annually, munson healthcare, parent corporation, submits its annual consolidated financial statements to the msrb in compliance with bond disclosure requirements. Additionally, munson healthcare prepares and distributes an annual report to the community, which contains financial as well as program data for all hospitals in the munson healthcare system, including munson medical center.”

“Purchased services 51,819,662 71,988,050 900,475 professional fees 37,610,708 1,042,900 0 total 89,430,370 73,030,950 900,475”

“Swap market value change 1,909,595 pension and post retirement changes 28,682,597 tsf mss stock to parent 1,145,597 transfers from affiliates 178,309,403 capital contribution mary free bed 513,299 transfers to affiliates -17,000,000 invest in munson healthcare foundation contributio -2,246,421 total 191,314,070”