Sparrow Health System

“During the year ended december 31, 2017 there was a reorganization of the sparrow health system and edward w. Sparrow hospital boards. The change was initiated to more formally separate leadership and governance for the two entities, continue to promote greater system-ness and clinical standardization, while clarifying roles, responsibilities and accountabilities to each entity. This reorganization was completed with a change in the organization's bylaws followed by an election of new board members.”

“The president of the edward w. Sparrow hospital medical staff is a board member of the sparrow health system board. The edward w. Sparrow hospital medical staff president is elected by the medical staff of the hospital.”

“Copies of the 2017 form 990 are reviewed by management. The form 990 copies were provided at the fall 2018 board meeting for all board members to review and comment on.”

“1) corporate compliance sends out the conflict of interest policy and questionnaires to all voting board members and the executive team annually. 2) all disclosures are received and reviewed by corporate compliance. 3) all disclosures are given a resolution code and presented to the ceo and governance committee of the board. 4) all board/committee level disclosures are provided to the respective board chair and executive liaison to ensure issues can be addressed on a transactional level (i.e. If a vote is required on a transaction involving an interested person).”

“The process for determining compensation for the ceo of the organization involved the following: utilizing the compensation committee, independent consultants, reviewing other similar organizations' 990s, compensation surveys, and final approval by the board of directors, as well as finalizing the salary package with a written employment contract.”

“The process for determining compensation for officers or key employees of the organization involved the following: utilizing the compensation committee, independent consultants, reviewing other similar organizations' 990s, compensation surveys, and final approval by the board of directors, as well as finalizing the salary package with a written employment contract.”

“The organization's audited financial statements are on several internet websites, including the emma.msrb and mha websites, as well as available upon request. The governing documents and conflict of interest policy are available upon request.”

“Part vii, section a, column (e) reportable compensation from related organizations - payments to greg brogan for broker's sales commissions for php insurance company (649,908).”

“All lines left blank are not applicable to the organization. Part iv, question 4 - the organization does not engage in direct lobbying activities. The organization does have memberships in various trade associations that use a portion of the dues paid to the trade associations for lobbying activities on behalf of the applicable trade association industries, thus indirectly benefiting the organization. The percentage of dues allocated to this industry-wide lobbying activity is minor and is not considered by the organization as lobbying activities required for disclosure on schedule c, part ii.”

“Clinic care network, a non-ownership collaborative arrangement. Shs is a michigan non stock, nonprofit tax-exempt corporation, and is the parent corporation of the following tax-exempt, 501(c)(3) entities: edward w. Sparrow hospital association (sparrow hospital), sparrow clinton (clinton memorial hospital), sparrow ionia (ionia county memorial hospital), sparrow carson (carson city hospital), sparrow specialty hospital, sparrow community care, and sparrow foundation. Sparrow foundation serves as the fundraising arm of edward w. Sparrow hospital. Each of these entities file their own 990 return. Shs is also the parent corporation of physicians health plan (php), a michigan nonprofit, tax-exempt health maintenance organization, as well as physicians health network (phn), a michigan nonprofit, tax-exempt corporation. Both of these companies are tax-exempt under irs code 501(c) (4). Both of these entities file their own 990 return. Lastly, shs is the parent corporation of sparrow development, inc. (sdi), a michigan stock, for-profit corporation. Sdi includes, as mentioned above, the michigan athletic club (mac), as well as the mac restaurant, and st. Lawrence or management company, llc.”

“Affiliate net income 45,187,749”