Marshfield Clinic Inc.

“The corporation has two classes of members: (i) class a members, who shall be individuals meeting the requirements set forth in the corporation's bylaws, and (ii) a single class b member, marshfield clinic health system, inc., which shall be the sole corporate member. Class a members have the right to elect the members of the governing body and approve certain significant decisions of the governing body. The class b member has the right to approve certain significant decisions of the governing body and to receive the remaining assets of the corporation (or direct distribution of the assets to other 501(c)(3) organizations) upon dissolution.”

“Class a members have the right to elect the organization's officers and directors.”

“All members have the right to approve any changes to the organization's articles of incorporation and bylaws and to approve any dissolution or liquidation of the organization.”

“Marshfield clinic health system, inc. Engages a public accounting firm to prepare and review the form 990 in addition to review by the system cfo/coo and tax department. Prior to filing the form with the irs, the cfo and his/her designee will provide to each member of the system's audit and compliance committee (a subcommittee of the board of directors) a copy in electronic or paper form of the completed form 990 (and all required schedules) for review.”

“All officers, board directors, and key employees of every marshfield clinic health system (mchs) entity, as well as any other person designated by the audit and compliance committee (acc) to be a required reporter by virtue of his or her position at a system entity, shall annually complete a conflict of interest disclosure form. Such forms shall be distributed and recorded by the system's designated compliance officer. All financial interests disclosed as part of the annual disclosure process shall be reviewed by the acc. The acc shall inform the board of disclosed financial interests which may bear upon or relate to a transaction upon which the board or another board, committee or other body of a system entity, may deliberate or act. In addition to the annual disclosures, if at any time between annual disclosures, a required reporter becomes aware that the board, or a board, committee or other body, of any system entity may deliberate or act upon any transaction that may have any bearing of any kind upon, or may relate in any manner to, an existing, intended or expected financial interest of the required reporter, he or she shall disclose the financial interest to the relevant system entity board, committee or body chair, as well as to the system's compliance officer, in advance of any deliberations or action, written disclosure of the existence, nature and extent of his or her financial interest. All written or oral disclosures of financial interests shall be recorded in the minutes of the board and by the office of the compliance officer. The compliance officer shall disclose the completed forms as necessary to those mchs employees responsible for completion of the irs form 990.”

“The system's independent compensation committee (compensation committee) shall have final authority for approving compensation and benefits of all disqualified persons (as that term is defined in 4958 of the internal revenue code (the code)) employed by the corporation, including but not limited to the corporation's ceo. The term disqualified persons includes (but is not limited to) any person (or the person's family member) who was, at any time during the 5-year period ending on the date of the transaction, in a position to exercise substantial influence over the affairs of the organization. It shall be the responsibility of the compensation committee to insure that the system does not pay an amount that exceeds reasonable compensation for any disqualified person. The compensation committee and its operating procedures shall be designed to establish the rebuttable presumption of reasonableness of compensation outlined in treasury reg. Sec. 53.4958-6 with respect to each disqualified person. In determining reasonableness of compensation, the compensation committee shall evaluate appropriate information as to comparability of compensation, including but not limited to: compensation levels paid by similarly situated organizations for comparable positions; the availability of similar services in the system's geographic area; current compensation surveys compiled by independent firms; and actual written job offers from similar institutions. The compensation committee shall have independent authority to obtain outside expert opinions on the reasonableness and fair market value of compensation and gather other information it considers necessary or appropriate to make its decisions on compensation. The compensation committee shall timely document its determination of reasonableness of compensation.”

“Marshfield clinic, inc. Does not make its current governing documents, conflict of interest policy or financial statements available to the public unless included as part of a form that is required to be publicly available.”

“Marshfield clinic health system (including marshfield clinic) is a member of various healthcare associations (i.e. Wisconsin hospital association) that may perform some lobbying activity. All associated dues are disclosed on the form 990 of marshfield clinic health system, inc.”

“All personnel services for marshfield clinic, inc. Are performed by employees of marshfield clinic health system, inc. All physician services for marshfield clinic, inc. Are performed by employees of marshfield clinic, inc.”

“Net asset transfers with related orgs 14,831,332. Equity income from dtc 412,699. Net assets released from restriction 73,205. Other adjustments 13,457.”