Mclaren Bay Region

“The interim chief financial officer, jay hodges, was employed by an outside consulting company during calendar year 2024.”

“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.”

“The corporation's board of directors will have full authority to govern the affairs of the corporation except for powers which are reserved to mhcc as the sole member of the corporation by michigan law and the following actions, the approval of which is reserved to mhcc and which will not become effective without the advance approval of mhcc: a) any amendment, modification or repeal of the articles of incorporation or bylaws of the corporation; b) any merger, consolidation or affiliation of the corporation with another entity; c) any voluntary dissolution of the corporation; d) new or additional members to the membership of the corporation; e) any changes in the voting powers of mhcc as the sole member of the corporation f) any sales, lease or other transfer of all or substantially all of the assets of the corporation other than in the ordinary course of business; g) the discontinuance or material modification of a major activity, program or service of the corporation; h) the strategic and long-range plans and the annual operating and capital expenditure budgets of the corporation, which approval will not be unreasonably denied by mhcc; i) the creation of any long-term obligation of the corporation, the principal amount of which exceeds 25% of the value of the net assets of the corporation; provided, however, approval of mhcc as the sole 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; j) the issuance of bonds or other evidence of indebtedness; k) sell, convey, assign, transfer, alienate, pledge or encumber real property in excess of $250,000; l) purchase or acquire additional real property in excess of $250,000; and m) the approval of unbudgeted expenditures in excess of $250,000 in the annual aggregate.”

“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.”

“The compensation committee is appointed by the board of directors to review the performance and recommend the total compensation package of the mclaren healthcare corporation's ceo to the board. Further the committee establishes the salary ranges and perquisites of the other most highly compensated officers (mhc executive & senior vice-presidents and ceos of mhc subsidiary organizations) to the board. The members of the committee must meet the independence requirements of the applicable provisions of section 4958 of the internal revenue code of 1986, as amended and final treasury regulations section 53.4958-6(c)(1)(iii). The committee retains the services annually of an independent firm with significant qualifications and experience to conduct a review of the corporation's executive compensation program. The retained firm utilizes appropriate compensation comparability data. The retained firm conducts analysis of the competitiveness of these programs and expresses an opinion to the reasonableness of these compensation programs. All data utilized by the committee, deliberations of the committee, and final compensation decisions by the committee are documented in formal reports and minutes. The corporate compensation committee works under and periodically renews the mclaren health care corporation compensation committee charter. The most recent year this process was undertaken was fiscal year 2024.”

“All documents are available upon request.”

“Net periodic benefit cost -6,016,100. Governmental grant adjustment -42,854.”

“The process has not changed from the prior year.”