Mymichigan Medical Center Clare

“The following director has a business relationship with another director: al white's business attorney is jj klaus, director.”

“The sole member of the corporation is mymichigan health.”

“The board of directors of mymichigan health, the organization's sole corporate member, elects the members of the organization's governing body.”

“The following rights and responsibilities are reserved to the sole member: a) approve any change in the corporation's purposes; b) approve any change in the corporation's articles of incorporation or bylaws; c) approve plans of merger, consolidation, or dissolution of the corporation, joint venture, or the creation by the corporation of any controlled corporation or other entity; d) approve any proposed sale, transfer, lease, pledge, or encumbrance of all or substantially all of the assets of the corporation, or the proposed sale, transfer, lease, pledge or encumbrance of any asset or assets of the corporation other than in the ordinary course of business; e) approve the corporation's budget and any capital expenditures of the corporation in excess of an amount designated from time to time by the mymichigan health board; f) approve the guarantee by the corporation of the debt of others; and g) approve the incurrence by the corporation of any debt or lease obligation in an amount in excess of an amount designated from time to time by the mymichigan health board.”

“The finance staff at each subsidiary uploads information into the software which is then reviewed by the corporate controller at mymichigan health, the sole member of this corporation. The corporate controller requests additional information and obtains clarification. A final review is then done by the svp and cfo. In addition, all compensation disclosures are reviewed with the mymichigan health ceo prior to filing. The form 990 part vii and schedule j compensation information is reviewed by the compensation committee prior to filing. Form 990, including all schedules, is made available to this organization's board of directors in a secure electronic format with a summary of all the major changes from the prior year return. Questions or concerns are addressed by the svp and cfo. The questions or concerns of these reviews are presented to the mymichigan health board of directors and this organization's board of directors, if any are indentified.”

“The organization requires each director, officer, key employee, and member of a committee of the board annually: 1) to review the organization's conflict of interest policy (the "policy"); 2) to disclose any possible personal, familial, or business relationship that reasonably could give rise to a conflict of interest or the appearance of a conflict of interest; and 3) to acknowledge by his or her signature that he or she is acting in accordance with the letter and spirit of the policy. The completed forms are reviewed by the mymichigan health secretary and filed for reference as needed. A listing of any conflicts are provided to the board chair, vice chair, and president of the organization. Voting board members with conflicts on specific issues may be asked to leave the meeting during discussions and at a minimum is required to abstain from voting on any issue in which they are not independent.”

“All ceos and operating officers compensation is annually reviewed by an independent compensation consultant for reasonableness and approved by the compensation committee of mymichigan health. The compensation is then reviewed by the organization's board of directors (or subcommittee thereof). All officers and key employee compensation (including physicians) is reviewed annually by the compensation committee of mymichigan health for adherence to corporate policies. For detailed information on compensation, please see schedule j.”

“All documents are available upon request.”

“Independent contractors for all related organizations are compensated by mymichigan health, 38-2459948, the sole member of this organization.”

“No directors received pay for the purpose of serving on the board, but may be compensated for other services provided to the organization. They are considered to work an average of 2 hours a week on board-related matters. All individuals with reportable compensation are paid by either the reporting organization or a related organization for services related to a full-time position. Those persons are estimated to work an average of 50 hours a week related to their full-time position. Officers paid by a related organization are employees of mymichigan health, the sole member of the corporation. Mymichigan health provides managerial assistance to its various subsidiaries and hours of services are not tracked by subsidiary. Therefore the full-time service to all subsidiaries of 50 hours per week is listed for those officers.”

“Association dues and other fees: program service expenses 6,742,232. Management and general expenses 8,065,305. Fundraising expenses 0. Total expenses 14,807,537. Purchased/contract services: program service expenses 8,573,356. Management and general expenses 972,769. Fundraising expenses 0. Total expenses 9,546,125.”

“Transfer of net assets from related 501(c)(3)- mymichigan health foundation 18,150.”