West Shore Healthcare Foundation

“Munson healthcare manistee hospital is the sole member of munson healthcare manistee hospital foundation.”

“Ratification of election of trustees shall become effective only upon approval of the sole member.”

“Decisions subject to approval of members the following actions of the foundation shall become effective only upon approval of the sole member: a) amendment of the articles of incorporation or bylaws of the foundation; b) dissolution, merger, consolidation, reorganization or other change in the corporate structure of the foundation; c) sale, lease, exchange or other dispositions of all or substantially all of the assets of the foundation; d) acquisition of any other entity or establishment of any subsidiary or affiliate; e) adoption of the annual operating budget of the foundation; f) ratification of election of trustees; and g) any lending or borrowing of money by the foundation, the granting of any mortgage, security interest or lien in any property of the foundation and the guarantee by the foundation of any debt or obligation of any entity other than the hospital.”

“The munson healthcare manistee foundation board is committed to the accuracy and thoroughness of the form 990 reporting. Munson healthcare manistee foundation 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 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 executive compensation and 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.”

“The process for determining appropriate levels of pay for executive positions within munson healthcare system is carefully and thoughtfully directed by the munson healthcare board of directors, through the compensation and executive leadership development committee. The committee utilizes "best practices" methods of determining compensation and, as such, is composed of seven members whose voting members are independent. The committee is charged with ensuring that executive compensation is designed to attract and retain high quality, professional leadership while maintaining strong stewardship for the organization. Annually, the committee retains a national independent consultant to ensure that munson healthcare's compensation practices and levels are independently reviewed while being competitive and reasonable. The munson healthcare conflict, valuation and compliance ("cvc") committee also reviews the survey information to evaluate the reasonableness of executive compensation. That analysis occurs each november. Compensation levels reflect the scope of each executive's responsibilities, educational background, experience, and industry standing as well as individual and organizational performance. Annual compensation for munson healthcare system executives is determined, in part, by measurable progress toward the organization's goals including continued improvement in clinical quality, community health, and operational efficiencies. Munson healthcare's intent for executive base compensation is to be at the median when compared to like-size non-profit hospitals and healthcare systems.”

“Compensation of other officers and key employees is consistent with that of the top executives of munson healthcare manistee hospital and munson healthcare.”

“The organization makes its governing documents, conflict of interest policy, and financial statements available to the public upon request.”

“The mission of the munson healthcare manistee hospital foundation is to raise, manage,and grant funds to support munson healthcare manistee hospital's mission to provide accessible, quality, compassionate healthcare services to improve the health of the communities we serve.”

“Purchased services 0 0 96,458”

“Tsf from mhc manistee hospital 18,712 tsf to munson healthcare foundations -3,235,966 total -3,217,254”