Mercy Health System Corporation

“The voting members of the executive committee consists of eight individuals, each of whom shall have a vote, including the ceo, the chairman, vice-chairman, immediate past chairman, treasurer, and three additional directors of the board. At least one member of the executive committee shall be a physician. The executive committee shall in all instances be comprised of at least 51% community members. In the event that one or more of the aforementioned voting members of the executive committee is unable to serve in such capacity, then the chairman of the corporation shall designate a replacement from among the board members. The executive committee shall meet as needed. When the board of directors is not in session, the executive committee shall have all the powers, duties, responsibilities and authority of the board, except as prohibited by law.”

“Family relationship: javon r. Bea (father) & joanna bea benning (daughter)”

“In 2021, former vice president barbara bortner and an independent vendor marketing firm operator, ryan weckerly pled guilty to a kickback scheme from inflated billings by weckerly to mercyhealth. The scheme did not affect patient care, nor involve medical supplies. Bortner was promptly terminated from mercyhealth when the situation was discovered on august 12, 2021. Although, mercyhealth had internal financial controls in place that went beyond industry standards, bortner was a 30+ year tenured employee who knew how to hide the inflated bills among the organization's thousands of individual transactions annually. A consultant was hired to review mercyhealth's vendor management and invoicing procedures, resulting in enhanced controls related to those procedures.”

“Mercy health corporation (mhc) is the sole member of mercy health system corporation (mhsc). The sole member shall have powers and voting rights to do the following: (a) appoint all the directors of the corporation (b) nominate to the corporation's board of directors all candidates for selection as the corporation president (c) approve expressly all amendments to the corporation's articles of incorporation and bylaws (d) approve annual budgets, and strategic, long-range and health manpower development plans of the corporation (e) require the corporation's board of directors to take any action (including authorizing the pledge or transfer of assets to mhc or as directed by mhc, or the execution of contracts) which would improve the credit worthiness or otherwise result in financial benefit to mhc and its tax-exempt affiliated corporations (provided that under no circumstances may mhc require transfer of assets in violation of law or the terms of any charitable trust or donation). (f) approve all contracts of indebtedness effective for longer than eighteen months (g) approve all plans of merger or consolidation (h) approve the sale, lease, exchange, mortgage, pledge or other disposition of all or substantially all, the property and assets of the corporation (i) approve a voluntary dissolution of the corporation (j) approve material amendments to the corporation's standard form of physician employment agreement, provided the corporation shall have the authority to negotiate the terms and conditions of individual physician employment agreements so long as the negotiated terms and conditions are consistent with the requirements of applicable law and the strategic, long-range and health manpower development plans approved by mhc. (k) approve material amendments to the standard compensation system used by the corporation to establish individual physician compensation (l) require the corporation's board of directors to take any action (including amending the articles of incorporation or bylaws), or to modify or rescind an action already taken, if mhc determines that failure to take the action, or to modify or rescind an action already taken, may result in the corporations failure to obtain or maintain its exemption as an organization described in section 501(c)(3) of the code”

“See narrative for part vi, line 6”

“See narrative for part vi, line 6”

“Management reviews the form 990 before filing and it is available to the board of directors.”

“By written policy, mhc sends out, on an annual basis, the corporate conflict and duality of interest policy to all board members, corporate officers, and other key individuals (those having responsibility and authority to make final decisions regarding the acquisition of products or services). Each recipient is required to complete a financial interest disclosure statement, which is submitted to the mhc compliance department for review. With respect to physicians and managers who are key individuals, any potential conflict of interest is reviewed with the appropriate executive staff member for follow up with the disclosing party in order to review the matter in more detail. This includes emphasizing that the disclosing party is not permitted to participate in any negotiations for the purchase of any products or services where the conflict is deemed material or authorize the subsequent purchase of related goods and services. The disclosing party is also required to identify each and every instance of a potential conflict as they may arise in the ordinary course of business. A similar process is followed for the board of directors, except that any potential conflict is reviewed by the board's governance committee. Board members may comment on transactions where there is a potential conflict but cannot vote on the related matter and may be required to leave any meeting where the potential conflict is reviewed by the board or where the board takes action to either approve or not approve the proposed transaction. A board member also has a continuing duty to report any conflicts as they may arise in the ordinary course of business. In the event that a potential conflict of interest is reported or discovered outside the established process, appropriate review and action would be taken. This process was last completed in 2022, when the questionnaires were sent to address any 2021 conflicts identified. Mhc and mhsc have the same board, and therefore the mhc questionnaire is used to also address potential and actual conflicts for the filing organization. The mhc conflict of interest policy is available upon request.”

“The mhsc compensation committee is comprised of the board chairperson, vice chair and secretary/treasurer. The compensation committee is assisted by independent legal counsel and an independent compensation consultant. The compensation committee, legal counsel, and the compensation consultant meet throughout the year and report directly to the board of directors annually. This process was completed for 2021.”

“No documents available to the public.”

“Other pension related changes -2,188,000. Changes in pension obligations other than pension expense -4,085,000.”