Mclaren Thumb Region

“The articles of incorporation were restated and the bylaws were amended to account for the acquisition by mclaren health care corporation.”

“The sole member of this organization is mclaren health care corporation.”

“The member shall have the exclusive right to elect or appoint the directors of the corporation.”

“In addition to the powers reserved to the member as the sole member of the corporation by michigan law and any reserved powers in the corporation's bylaws, the following actions (the "reserved powers") taken by the corporation's board of directors (the "board") will not become effective without the advance approval of the member: a. Any amendment, modification, or repeal of the corporation's articles of incorporation or bylaws; b. The election of individuals to serve on the corporation's board, as nominated by the corporation's board; c. The acquisition or creation of all wholly-owned or controlled entities and any merger, consolidation or affiliation of the corporation with another entity; d. Any voluntary dissolution .of the corporation; e. The admission of new or additional members to the membership of the corporation; f. Any change in the voting powers of the member as the sole member of the corporation; g. Any sale, lease or other transfer of all or substantially all of the assets of the corporation other than in the ordinary course of business; h. The discontinuance or material modification of a major activity, program, or service of the corporation; i. The strategic and long-range plans and the annual operating and capital expenditure budgets of the corporation, as developed by the management of the corporation, which approval will not be unreasonably denied by the member, or the incurrence of unbudgeted capital expenditures in excess of $200,000 in the annual aggregate; and j. The creation of any long-term obligation of the corporation, the principal amount of which exceeds 25% of the value of the net assets (total assets minus total liabilities) of the corporation, or the issuance of any bond, note or other evidence of indebtedness; provided, however, approval of the member as the sole corporate member of the corporation will not be required for any such obligation incurred in the ordinary course of business that is payable on demand or matures within 12 months from the date of its creation.”

“The form 990 data is prepared internally and submitted to our auditing firm for return preparation. Once the returns have been completed, the forms are reviewed by entity cfo and the finance leadership of mclaren health care (mhc). Copies of draft returns are made available to the mhc board members, who serve as the overall governing board. Returns are available for all corporations of which mhc is the sole member as well as other related entities of those corporations for review rather than having the local boards review the returns. The board of mhc is the ultimate accountable organization for the system; as such it is the overall governing board of the system, whose responsibilities include but are not limited to: approving all subsidiary board members, financial budgets, and issuance of debt.”

“The corporate compliance department, in accordance with the mclaren health care (mhc) board conflict of interest policy, annually distributes the conflict of interest disclosure survey to all mhc corporate and subsidiary organization board members, executives and other leadership employees. The corporate compliance department through the governance committee, compiles and analyzes survey data by organization, investigates and reviews potential conflicts with the organization's ceo and board chair, and when necessary, recommends actions to be taken to resolve identified conflicts. A complete report of all corporate and subsidiary board member and executive disclosures, conflicts identified and actions taken is reviewed by the mhc governance committee and each subsidiary ceo and board chair receives a report specific to their organization's board members and executives. Conflicts are disclosed to the full board and board committees so appropriate actions can be taken. Actions may include prohibiting a board member from participating in deliberations involving transactions with a company with which they conduct financial transactions; board members failing to complete a disclosure survey or intentionally failing to report a known conflict of interest are relieved of their service to mhc.”

“Wage information from trade groups is used to establish benchmarks for appropriate compensation levels. The compensation of the chief executive officer is analyzed annually by the board of directors. The board reviews the stated goals for the year and determines if such goals have been met and determines the amount of a compensation increase or bonus, if any other executive compensation is approved by the ceo as authorized by the board and is based on executive compensation surveys completed by human resources. This process was last undertaken in 2018.”

“The organization makes it governing documents, conflict of interest policy and financial statements available upon request.”

“Physician professional fees: program service expenses 1,618,524. Management and general expenses 0. Fundraising expenses 0. Total expenses 1,618,524. Non physician professional fees: program service expenses 347,303. Management and general expenses 0. Fundraising expenses 0. Total expenses 347,303. Consulting fees: program service expenses 147,710. Management and general expenses 40,475. Fundraising expenses 0. Total expenses 188,185. Contract labor: program service expenses 374,209. Management and general expenses 192,273. Fundraising expenses 0. Total expenses 566,482. Purchased services misc: program service expenses 600. Management and general expenses 13,800. Fundraising expenses 0. Total expenses 14,400. Collection services: program service expenses 0. Management and general expenses 60,057. Fundraising expenses 0. Total expenses 60,057.”

“Consolidation adjustment -3,568,294.”

“The process for selection and oversight has not changed from the process used in prior years.”