Huron Memorial Foundation

“Mimi herrington and shelley herrington have a family relationship.”

“Huron memorial hospital is the sole member of the foundation.”

“The sole member elects the trustees of the foundation.”

“The following actions may be taken by the foundation and its board of trustees only upon prior written approval of the sole member: a. Adoption, amendment, or other modification of the bylaws or articles of incorporation of this corporation. B. Any merger, consolidation, reorganization, or other change in the corporate structure of this corporation, or the creation of any corporate subsidiary thereof. C. The participation of this corporation in any partnership, limited partnership, corporation, association, or other form of joint venture or shared service with any other party or organization. D. Creation, incurrence, or assumption of indebtedness, commitments, or any contractual obligations with respect to borrowed money, guarantees, endorsements, leases, or other type of direct or contingent liabilities, in excess of $50,000 for any one item. E. Creation, incurrence, or assumption of any mortgage, pledge, security agreement, encumbrance, or other lien of any kind in any property or assets of this corporation. F. Acquisition, by purchase, lease, or by any other method, of any real estate, capital improvements, or equipment in excess of a value of $50,000 for any one such item. G. Any contributions of endowment principal. H. Any single contribution to huron memorial hospital in excess of $5,000.00 and any aggregate contributions in excess of $10,000.00 during any fiscal year of huron memorial hospital. I. Any change in the services or programs of this corporation, including the termination of existing services, the addition of new services, or any major expansion or construction of existing services or programs. J. Adoption, or formal amendment or modification of the annual operating and capital budgets of this corporation. K. Adoption, amendment, or modification of the mission and goals of this corporation, and its long range or short range strategic plans.”

“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 2019.”

“The organization makes its governing documents, conflict of interest policy, and financial statements available upon request.”

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