Munson Home Care

“Munson home care has three classes of members. The class a member is munson home health, a michigan nonprofit corporation exempt from federal income tax under irc sec. 501(c)(3), with 95% interest in the corporation. The other two class members each have a 2.5% interest in the corporation. One is a michigan hospital and one is a michigan municipal health facility corporation.”

“The class b member and the class c member each shall have the right to appoint one member of the board of directors, and the class a member shall have the right to appoint the remaining directors of the corporation. On all other matters submitted for approval of the members, except as expressly required by the nonprofit corporation act, voting shall not be by class and each member shall have the right to vote based on such member's interest in the corporation.”

“The following powers and authorities shall be exercised by the corporation only upon ratification of such action by the class a member: amendment of the articles of incorporation; amendment of the mission statement; adoption of a plan of dissolution, merger, consolidation or reorganization; sale, lease, exchange or other disposition of all or substantially all to the property and assets; acquisition of any other entity or the establishment of any subsidiary or affiliate of the corporation; acceptance of the annual budget and annual financial statements; incurrence of expenditures exceeding budgeted aggregates by more than five percent; incurrence of certain debt; granting any mortgage, security, lien or other encumbrance on the assets of the corporation or any subsidiary, with the exception of any mortgage, security, lien or other encumbrance approved as part of a budget; change in scope of services or programs provided by munson home care; and appointment of the president.”

“The munson home care board is committed to the accuracy and thoroughness of the form 990 reporting. Munson home care 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 officers is consistent with that of the top executives for munson home care and munson healthcare.”

“The munson home care articles of incorporation are available to the public on the michigan department of treasury website. Munson home care does not make the bylaws, conflict of interest policy or financial statements available to the public.”

“Munson home care delivers excellent care in the home for munson healthcare patients and the residents of the communities we serve. Munson hospice is dedicated to a team approach to management of the physical, emotional, social and spiritual needs of the terminally ill and their loved ones.”

“Purchased services 2,695,017 264,168 0 professional fees 123,365 0 0 total 2,818,382 264,168 0”

“Equity trasnfer from parent 1,500,000”