Corewell Health

“The organization is organized on a non-stock directorship basis with no members.”

“The organization is organized on a non-stock directorship basis with no members.”

“MS. MICHELLE VAN DYKE AND MS. CHRISTINA FREESE DECKER - Business relationship, Mr. Richard Breon and MS. CHRISTINA FREESE DECKER - Business relationship, MR. RICHARD DEVOS, JR. AND MR. WILLIAM PAYNE - Business relationship”

“The organization updated its governing documents to reflect the integration of lakeland regional health system, inc. (ein 38-2609624) and added the following entities as supported organizations: lakeland hospitals at niles and st. Joseph, inc. (ein 38-2156872) lakeland specialty hospital at berrien center (ein 38-3452303) lakeland health foundation, benton harbor/st. Joseph (ein 38-2539929) lakeland health foundation, niles (ein 38-3130558) mercy memorial health services inc. (ein 38-2748035) lakeland community hospital - watervliet (ein 38-1368745) caring circle (ein 38-2416086) additionally, the bylaws were amended to (a) increase the maximum number of directors to 16, and (b) provide that the board of directors may make exceptions to the 9 consectutive years term limit for directors, for the limited purpose of appointing a chairperson of the board who would otherwise no longer be eligible for membership on the board due to term limits.”

“A copy of the Form 990 is provided to the Board of Directors prior to filing. The review process for this Form 990 is as follows: 1. Preparation of the return is supervised and reviewed by the Organization's Corporate Tax Manager. 2. A second review is performed by an external CPA firm with expertise in tax-exempt return preparation. 3. The return is reviewed by the Organization's finance and legal departments (including the Chief Financial Officer, Chief Legal Officer and Corporate Controller) and shared with the members of the Finance and Audit Committee and Board of Directors. 4. The Organization's Chief Financial Officer reviews comments or questions received by members of the Board of Directors, if any, to address or to incorporate, as appropriate, into the return prior to filing.”

“BOARD OF DIRECTORS 1. Conflicts of interest must be disclosed, BOTH VIA AN ANNUAL ELECTRONIC DISCLOSURE PROCESS as well as verbally at a board meeting prior to discussion of any agenda item with regard to which a board member has a conflict. 2. A person having a financial interest in a proposed transaction or arrangement may make a presentation at a meeting of the Board of Directors or committee considering that transaction or arrangement, but after that presentation he or she shall leave the meeting during 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 of Directors or committee 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 of Directors 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 of Directors 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 of Directors 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 of directors complete another disclosure questionnaire at any point during his/her tenure on the board of directors when a new potential conflict of interest arises. If a member of the board of directors completes a disclosure questionnaire as a result of a new potential conflict of interest, that disclosure questionnaire is submitted to the conflicts of interest committee, which is comprised of individuals from legal, organizational integrity, internal audit, human resources, and members of leadership for review. MANAGEMENT 1. Upon acceptance of an employment offer, each member of management completes a conflict of interest disclosure questionnaire. A copy of the member of management's disclosure questionnaire is sent to the organization's organizational integrity department. A copy of the member of management's disclosure is reviewed by the organization's COI coordinator and escalated to the Conflicts of Interest Committee if necessary. 2. Annually, each member of management completes an annual conflict of interest disclosure questionnaire electronically. The disclosure questionnaire is reviewed by the conflicts of interest committee, which is comprised of individuals from legal, organizational integrity, internal audit, human resources, and members of leadership. 3. There is an ongoing requirement that members of management complete another disclosure questionnaire at any point d”

“The Spectrum Health System Board of Directors (through its Executive Committee) uses the following process for determining compensation of the top management official, other officers, and key employees at Spectrum Health System. Labor market data reflecting comparable organizations and jobs (prepared by independent firms) are relied upon. Competitive assessment reports are provided to the Executive Committee in advance of meetings. The competitive assessment report is prepared by a nationally known independent executive compensation firm. For FY 2019 (7/1/18-6/30/19), four health care executive compensation surveys, two medical group surveys, two pediatric hospital surveys and one health plan survey prepared by independent firms were the primary sources referenced to obtain market data for the review: * Sullivan, Cotter and Associates: 2017 Survey of Manager and Executive Compensation in Hospitals and Health Systems * Integrated Healthcare Strategies: 2017 HealthCare Executive Compensation Survey * Mercer: 2017 Integrated Health Networks Compensation Survey, also provides data for health plans * Towers Watson: 2017 Hospital and Health Care Management Compensation Report * Medical Group Management Association: 2017 Management Compensation Survey * Sullivan, Cotter and Associates: 2017 Physician Compensation and Productivity Survey Report * Sullivan, Cotter and Associates: 2017 Custom Survey of Manager and Executive Compensation in Children's Hospitals * Warren: Fall 2017 HMO Salary Survey In addition, four general industry surveys were referenced: * Mercer: 2017 Executive Compensation Survey * Mercer: 2017 Information Technology Survey * Mercer: 2017 Human Resources Survey * Towers Watson: 2017 Top Management Compensation Report In addition to the above data sources, the Executive Committee approved the creation of a custom peer group of high performing integrated health systems to ensure robust data and a relevant comparator universe. The peer group organizations are approved by the Executive Committee and consist of double A bond rated and / or Truven top quintile organizations. Data for the peer group organizations is compiled by the independent executive compensation firm. Compensation adjustments are approved by Executive Committee members, consistent with the Spectrum Health compensation philosophy described below. Minutes of Committee discussions and decisions are prepared to memorialize Executive Committee decisions based upon the above data. Cash compensation data relied upon by the Executive Committee is national and reflects the compensation paid to executives in comparable jobs in comparably-sized health care and / or health insurance organizations. Spectrum Health recruits nationally for its executives. Benefits data reflect national health care / health insurance market practices. Geographic pay differential and cost of living data indicates consistency with national data. This process is intended to assist Spectrum Health in qualifying for the rebuttable presumption of reasonableness (Intermediate Sanctions Regulations) and complying with the potential Spectrum Health Excess Benefit Transaction Policy for those individuals in the group who are disqualified persons. 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).”

“See explanation provided for Form 990, Part VI, Line 15a.”

“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 overall system consolidated financial statements are provided at www.spectrumhealth.org in the section titled "About Us" within subsection "Value and Transparency".”

“THE COMPENSATION REPORTED FOR EMPLOYEES OF THE ORGANIZATION IS NOT FOR SERVICES IN THEIR CAPACITY AS MEMBERS OF THE BOARD OF DIRECTORS BUT FOR SERVICES AS EMPLOYEES OF THE Health System. CERTAIN DIRECTORS WERE PAID REASONABLE COMPENSATION FOR THEIR SERVICES AS MEMBERS OF THE BOARD. CONSISTENT WITH PRIOR YEARS, COMPENSATION AND BENEFITS ARE REPORTED USING THE MOST RECENT CALENDAR YEAR COMPENSATION DATA. THE COMPENSATION FIGURES REPORTED IN THESE SECTIONS ARE FOR THE YEAR ENDED DECEMBER 31, 2018. EMPLOYEES WITH COMPENSATION REPORTED IN PART VII WORK A COMBINED AVERAGE OF 50 HOURS PER WEEK FOR THE Health System.”

“Based on external opinion by Sullivan Cotter and Associates, Inc., Spectrum Health System compensates board members in a manner that is reasonable in relation to market data. Board of directors compensation is continually reviewed to confirm compensation falls within reasonable limits. Any compensation amount is treated as taxable to the board member and is reported and provided to them on Form 1099.”

“Other operating income - Total Revenue: 175223, Related or Exempt Function Revenue: 166941, Unrelated Business Revenue: , Revenue Excluded from Tax Under Sections 512, 513, or 514: 8282;”

“PURCHASED SERVICES - Total Expense: 45754126, Program Service Expense: 45606611, Management and General Expenses: 147515, Fundraising Expenses: ; CONSULTING FEES - Total Expense: 31306947, Program Service Expense: 31270969, Management and General Expenses: 35978, Fundraising Expenses: ; OTHER PROFESSIONAL FEES - Total Expense: 1805035, Program Service Expense: 1805035, Management and General Expenses: , Fundraising Expenses: ;”

“Valuation allowance - -1416454; minimum pension liability - -17080638; funds transfer from supported organizations - 32085802;”