Mclaren Health Management Group

“The sole member of this organization is mclaren health care corporation.”

“The member shall have the exclusive right to elect or appoint the directors of the corporation.”

“Decisions by the governing body are subject to the powers of the member.”

“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 2024.”

“Documents are available upon request”

“Clinic impairment -2,584,690. Change in pension 38,203.”

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

“In november 2014, board of directors of mclaren health care corporation ("mhc"), acting with the advice of a qualified attorney and employee benefits advisor, adopted the mhc capital accumulation program (the "program") as a new employee benefit program for its executives and its employed and independent contractor physicians. The plan document was prepared by the attorney who advised the board and became effective december 1, 2014. Under the program, mhc and the participant, pursuant to the employment contract and prior to the performance of services, agree that mhc will pay premiums on universal life insurance policies owned by the participating executive. Under treasury regulation section 1.7872-15 and the plan document, the premiums are treated as loans that bear interest at the long-term applicable federal rate and are secured by collateral assignments of the cash value and death benefits. Mhc has consistently reported the premiums paid on behalf of the executives as loans on mhc's core form 990 on part x, line 5, as: "loans and other receivables from current and former officers, directors, trustees, key employees." in addition, the premiums treated as loans have been reported on schedule l, transactions with interested persons, on part ii, loans to and/or from interested persons." in the fall of 2020, mhc sought the advice of new outside counsel and was advised that the amounts of insurance premiums treated as loans under treasury regulation section 1.7872-15 might be considered loans treated as automatic excess benefit transactions under section 4958(c)(3)(a)(i)(ii) of the internal revenue code (the "code") solely because mhc is a supporting organization described in section 509(a)(3) of the code. Upon learning of this possibility, mhc ceased participating in the program directly as of october 1, 2020, and caused an affiliate, mclaren health management group (mhg), to purchase all outstanding loans and accrued interest. On this form 990 and schedule l, mhc continues to disclose the premiums as loans but, acting on the advice of counsel, has not reported the premiums treated as loans as excess benefit transactions because, unlike other federal agencies, the internal revenue service (the "irs") has never provided published guidance on the question of whether loan regime split dollar life insurance arrangements in the compensatory employee benefit context should be treated as loans for section 4958 purposes. Several other federal regulatory agencies have interpreted statutory loan prohibitions or regulations prohibiting loans to executives as not being applicable to split dollar loan arrangements used as part of a compensatory employee benefit program. The federal agencies include the federal reserve board, the federal deposit insurance corporation, the national credit union administration and the securities and exchange commission. Mhg plans to continue to conduct the program for the benefit of its executives until it receives appropriate guidance from the irs through the private letter ruling process.”