Bronson Health Foundation Inc.

“Mahesh c. Karamchandani, md, barbara james, and rebecca east had business relationships due to being officers, directors, or key employees of the same subsidiaries of bronson healthcare group.”

“Bronson healthcare group is the sole member of bronson health foundation.”

“Bronson healthcare group (bhg) is the sole member of bronson health foundation (bhf). Bhg can appoint a limited number of board members to the bhf board per the bhf bylaws.”

“Bronson healthcare group (bhg) is the sole member of the bronson health foundation (bhf). Bhg must approve any changes made by the bhf board in the by-laws.”

“The board retains the services of an independent cpa firm to prepare the organization's form 990. Management reviews the completed form 990 and provides a full copy to all voting members of the governing body prior to filing. The governing body is provided a reasonable amount of time to review the return and ask questions directly to organization management or the contact at the independent cpa firm prior to filing.”

“The organization regularly and consistently monitors and enforces compliance with the conflict of interest policy. The conflict of interest policy and its accompanying questionnaire are reviewed, and revised, if necessary, on an annual basis by the organization's general counsel/corporate compliance officer and the board's executive committee. All board members and all employees holding the title of vice president and above are covered by the conflict of interest policy and annually complete the conflict of interest questionnaire. All completed conflict of interest questionnaires are reviewed by the organization's general counsel/corporate compliance officer and the executive committee. Determinations as to whether a conflict exists are made by the general counsel/corporate compliance officer and the executive committee. Actual conflicts are reviewed by the general counsel/corporate compliance officer and the executive committee. Persons with a conflict are prohibited from participating in the governing body's deliberations and decisions on the transaction in question.”

“For the ceo, officers and other key employees, the executive committee of the board of directors, which functions as the compensation committee for bronson healthcare group, retains the services of an external executive compensation consultant (sullivan, cotter and associates) who conducts a thorough compensation and benefit survey process that is used to determine the appropriate adjustment in cash compensation and benefits provided. This process is done annually and was under taken in 2019. The consultant uses three to five national healthcare-based surveys for comparability data, each one of like revenue sized healthcare systems to the bronson healthcare group. The consultant prepares a detailed report with recommendations for pay and/or benefit adjustments, and presents the information to the executive committee of the board of directors (when the ceos survey data and recommendations are presented, the ceo and staff are excused from the deliberations). After all questions of the board members are answered, formal motions are proposed, seconded and voted on (for any pay adjustments and for receipt of the consultant's report). At the subsequent meeting of the full board of directors, the chair discloses the results and approved motions of the executive committee.”

“The organization makes its governing documents and conflict of interest policy available to the public upon request. The organization's financial statements, other than the form 990, are not available to the public.”

“The required single audit as set forth in the single audit act and omb circular a-133 has not been completed yet for the calendar year-end 12/31/20, but plans to be completed by the extended due date 3/31/22 as established in omb m-20-26.”