Munson Dialysis Center

“Munson dialysis center is organized on a nonstock membership basis. The sole member is munson healthcare, an irs section 501(c)(3) tax-exempt organization.”

“Munson healthcare, as the sole member, elects the directors for subsidiary entities. Nominations to munson healthcare for subsidiary directors are considered and recommended by the munson healthcare governance committee.”

“Certain decisions of the munson dialysis center trustees are subject to approval by the munson healthcare board of directors including the 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 or the establishment of any subsidiary or affiliate of munson dialysis center; acceptance of the annual budget and annual financial statements; incurrence of expenditures exceeding budgeted aggregates by more than five percent; incurrence of certain debt; change in scope of services or programs provided by munson dialysis center; and appointment of the president.”

“The munson dialysis center board is committed to the accuracy and thoroughness of the form 990 reporting. Munson dialysis center 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 munson dialysis center and munson healthcare.”

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