Spectrum Health System

“Christina freese decker, darryl elmouchi md, james moses md, and matthew e. Cox have a business relationship as they serve as an officer or director of corewell health indemnity company, ltd, a related taxable entity. Darryl elmouchi md, james moses md, and marija grahovac md have a business relationship as they serve as an officer or director of corewell health physicians insurance company, a related taxable entity. Christina freese decker, matthew e. Cox, and praveen thadani have a business relationship as they serve as an officer or director of priority health managed benefits, inc., a related taxable entity. Alejandro quiroga chand md and joshua kooistra do have a business relationship as they serve as an officer or director of spectrum health physician alliance, a related taxable entity.”

“The form 990 is prepared by corewell health corporate tax department. It is reviewed by the corporate tax manager, the director of tax, and the vp of tax. A second review is performed by an external cpa firm with expertise in tax-exempt tax return preparation. It is then reviewed by the organization's finance, compensation, and legal departments. A copy of the form 990 is provided to each member of the governing body. All questions are addressed prior to filing the form 990.”

“1.conflicts of interest must be disclosed, via an annual electronic disclosure process and verbally at each board and board committee meeting as part of the "declaration of conflict of interest" prior to discussion of any agenda items. 2. A person having a financial interest in a proposed transaction or arrangement may make a presentation at a meeting of the board or committee which is considering that transaction or arrangement, but after that presentation he/she shall leave the meeting before discussion and voting on that proposed transaction or arrangement. The person having the financial interest shall not be counted in determining whether a quorum is present. 3. The chairperson of the board or the committee chair shall, if appropriate, appoint a disinterested person or committee (including outside advisors) to investigate alternatives to the proposed transaction or arrangement, and to advise whether the proposed transaction or arrangement is in the organization's best interest. 4. The board or committee shall exercise due diligence to determine whether the organization can, with reasonable efforts, obtain a more advantageous transaction or arrangement that would not give rise to a conflict of interest. 5. If a more advantageous transaction or arrangement is not reasonably attainable under circumstances that would not give rise to a conflict of interest, the board or committee shall determine by a majority vote of the disinterested directors and members whether the proposed transaction or arrangement is in the organization's best interest and for its own benefit and whether the transaction is fair and reasonable to the organization, and shall make its decision as to whether to enter into the transaction or arrangement in conformity with such determination. 6. The minutes of the meetings of the board and all of the organization's committees shall set forth: a) the names of the persons who disclosed a financial interest in a proposed transaction or arrangement involving the organization or any of its subsidiaries and the nature of the financial interest; and b) the names of the persons who were present for discussions and votes relating to such transaction or arrangement, including any discussion of alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with that matter. The votes of individual members need not be recorded unless otherwise directed by the board of directors or committee. 7. There is an ongoing requirement that members of the board and board committees update their annual disclosure questionnaire at any point during his/her tenure on the board of directors when a new potential conflict of interest arises. Management: 1. Upon acceptance of an employment offer, each member of management (directors and above) completes a conflict-of-interest disclosure questionnaire. A copy of the member of management's disclosure questionnaire is sent to the organization's system compliance department. A copy of the member of management's disclosure is reviewed by the organization's compliance operations analyst and escalated to the appropriate executive leadership team, if necessary. 2. Annually, each member of management (directors and above) completes an annual conflict of interest disclosure questionnaire electronically. If there is an affirmative disclosure, the questionnaire is reviewed by the appropriate executive leadership team. 3. There is an ongoing requirement to update the disclosure questionnaire when a new potential conflict of interest arises. Updated disclosures follow the same process as initial disclosures described above. 4. The compliance officer, in consultation with executive management,determines how reported conflicts should be managed. Management of a conflict may take a variety of different forms from implementation of a management plan to requiring that the member of management cease the activity creating the conflict or, in extreme cases, leave the org”

“The corewell health board of directors (through its compensation committee) uses the following process for determining compensation of the top management officials, other officers, and key employees at corewell health. Labor market data reflecting comparable organizations and jobs (prepared by independent firms) are relied upon in setting compensation levels. Competitive assessment reports are provided to the compensation committee in advance of meetings. The competitive assessment report is prepared by a nationally known independent executive compensation firm. The following surveys, prepared by independent firms, were the primary sources referenced to obtain comparable market data for the review: sullivancotter, inc: 2024 health care management and executive compensation survey sullivancotter, inc: 2024 health plan management and executive compensation survey sullivancotter, inc: 2024 medical group executive compensation survey mercer: 2024 ihn healthcare compensation survey mercer: 2024 ihp health plan compensation survey gallagher: 2023 national healthcare leadership compensation survey in addition, one general industry survey was referenced for select positions: mercer: 2023 us executive remuneration suite in addition to the above data sources, the compensation committee approves a custom peer group of high performing integrated health systems to ensure robust data and a relevant comparator market each year. The peer group organizations are approved by the compensation committee and consists of healthcare systems similar in revenue size, talent market competition, high performance, financially stable as indicated by bond rating, and that follow a similar strategy (multi-site systems, health plans). Comparative data for the approved peer group is compiled by the independent executive compensation consulting firm. Compensation adjustments are approved by compensation committee members, consistent with the corewell health compensation philosophy described below. Minutes of committee discussions and decisions are prepared to memorialize compensation committee decisions based upon the above data. Compensation data relied upon by the compensation committee is national and reflects total compensation paid to executives in comparable jobs in comparably sized health care and/or health insurance organizations. Corewell health recruits nationally for its executives. Benefits data reflects national health care/health insurance market practices. This process is intended to assist corewell health in qualifying for the rebuttable presumption of reasonableness (intermediate sanctions regulations). The opinion submitted from the third-party independent consulting firm is in accordance with the provisions of treasury regulations section 53.4958-6(c)(2) and is also intended to satisfy the professional advice requirement of treasury regulations section 53.4958-1(d)(4)(iii).”

“The organization's articles of incorporation have been provided to the state of michigan and are available to the public on the state's website. The organization's bylaws and internal policies are generally not made available to the public. The consolidated financial statements are available on the organization's website.”

“Transfers of capital from affiliates 96,714,832. Minimum pension liability 5,159,981. Intercompany balance sheet suspense 2,244,276. Swap transfer 6,030.”

“No change in oversight from prior year.”