Vbems Inc.

“Frank sardone, steven j. Lins, m.d. And scott c. Gibson, m.d. Have a business relationship. All board members have a business relationship with all bronson subsidiaries due to being on bronson healthcare group board of directors.”

“Bronson healthcare group (bhg) is the sole member of vbems, inc.”

“Bronson healthcare group (bhg) is the sole member of van buren emergency services, inc (vbems) and as such member it elects 10-15 of the total 20-24 members of the vbems board. Community partners shall, after consulting with and seeking input from the nominating committee of bhg, appoint 6 members to the board. The remaining 3 members of the board should be ex officio, with vote, and shall consist of the president, the chief of staff, and immediate past chief of the medical staff of the hospital.”

“Bronson healthcare group (bhg) is the sole member of van buren emergency services, inc. And has certain reserved powers over the actions of vbems. The board of directors has the power to: -amendment, restatement or repeal the organization's articles of incorporation or bylaws -adoption, execution, revocation, or abandonment of a plan of dissolution, merger, consolidation, reorganization, or other major change in corporate structure involving the organization. -sale, lease, exchange or other disposition of all or substantially all of the organization's property and assets. -acquisition of any other entity of the establishment of any subsidiary or affiliate. -adoption of all operating and capital expenditure budgets. -incur operating or capital expenditures which cause aggregate operating or capital expenditures to exceed budgeted aggregates and/or the dollar amount specified by bhg. -secure borrowings, with the exception of equipment leases and purchase money security interests approved as a part of the budget. -change the mission statement, purposes or strategic goals of the organization. -any significant change in the scope of services or programs. -appointment, removal or compensation of the president or any director or officer.”

“The sr vp/cfo & controller reviews the 990s. The sr vp/cfo met with the finance committee chairperson on october 15, 2019 to review the prepared form 990 and schedules. The finance committee of the board reviewed the prepared form 990s at its regularly scheduled meeting on october 21, 2019. The review was led by the sr vp/cfo and plante moran. The members of the organization's governing body were provided the prepared form 990 for review.”

“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 boards 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 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 2018. 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 by posting them on the organization's website and providing copies on request. The organization's financial statements, other than the form 990, are not available to the public.”

“The board of directors is not directly compensated. Spousal travel and health club dues are available for the board of directors. Those who participate receive a 1099 and the dues are treated as a taxable fringe benefit.”