Shared Magnetic Resonance Imaging Facility Inc.

“The sole corporate member is ssm health care of wisconsin, inc. Ssm health care of wisconsin, inc. Is a nonprofit 501(c)(3) organization that operates three hospitals and two skilled nursing facilities. Both the filing organization and ssm health care of wisconsin, inc. Are part of the integrated health care system known as ssm health.”

“The member has the right to appoint the board of directors, except for any director who serves ex officio, and to remove the directors with or without cause.”

“Ssm health care corporation, the sole member of ssm health care of wisconsin, inc., the sole member of shared magnetic resonance imaging facility, inc., has the following reserved powers: a. To adopt or change the mission, philosophy, and values of the corporation. B. To review the effectiveness of the corporation in fulfilling the mission, philosophy, and values of the corporation. C. To amend or repeal the articles of incorporation and bylaws which affect the reserved powers of the member. D. To fix the number of directors of this corporation, appoint the board of directors of this corporation and remove such directors at any time with or without cause. E. To appoint and remove, with or without cause, the executive director of the corporation. F. To appoint additional, successor or replacement members. G. To approve the establishment of any new subsidiary of affiliate of the corporation. H. To approve any acquisitions, joint ventures, or other corporate affiliations. I. To review and approve the strategic, long-range plan of the corporation. J. To receive and review the annual report prepared by the executive director of the corporation. K. To approve any agreement pursuant to which a third party obtains the right or obligation to manage all or substantially all of the operations of the corporation or approve any agreement pursuant to which the corporation manages any entity or institution not sponsored by ssmhcc or its affiliate, ssm health ministries. L. To approve for this corporation, or for any corporation of which this corporation is the controlling shareholder or member, the acquisition of land or buildings, the incurrence of indebtedness or the lease, sale, transfer, assignment, or encumbrance of the assets of such corporation. M. To approve the dissolution and/or liquidation of this corporation or any corporation of which this corporation is the controlling shareholder or member or the consolidation or merger of this corporation with another corporation or entity or the closure of any institution or major ministry or work conducted by the corporation. N. To remove and appoint the vice president, secretary, and treasurer of the corporation.”

“The form 990 is prepared by the tax department of the parent organization, ssm health care corporation (ssm). The form 990 is reviewed by certain members of senior management. Any questions are addressed to the tax director of ssm prior to filing the form 990 with the internal revenue service. A copy of the form 990 is provided to the board of directors at the next regularly scheduled board meeting.”

“Board members are required to complete a conflict of interest disclosure statement annually. The president and secretary to the board oversee compliance with this requirement. All board members with an identified conflict of interest abstain from board discussions and votes when applicable. Employees with purchasing authority and/or ability to influence purchasing decisions are assigned the conflict of interest disclosure course (coi) which must be completed online. Periodically through the year, the entity's corporate responsibility contact person (with the help of the entity's learning management system coordinator) sends department managers a list of employees who have not yet completed their coi so they can remind the employees and ensure the employees have time in their schedule to complete the required course. Resolution of any conflicts that are disclosed must be documented and kept on file at the entity.”

“The organization's compensation plan is reviewed and approved at formal meetings of the compensation committee of the board of directors. The compensation committee is comprised of independent non-employee members who have no personal interest in the compensation arrangement to be reviewed and recommended by the compensation committee. The committee reviews comparable wisconsin and national compensation data and establishes base compensation at the comparable market median by the position as outlined in the compensation committee charter. Additionally, the committee has authority to retain a compensation consultant to assist the committee in evaluating senior management compensation.”

“The year-end audited consolidated financial statements and unaudited quarterly consolidated financial statements for the ssm health system are made available to the public on ssm health's website. The organization's articles of incorporation are available on the missouri secretary of state's website. Copies of the form 990 and the organization's conflict of interest policy are available upon request.”

“All applicable 1099 and 1096 irs tax forms are reported and filed by the parent organization, ssm health care corporation, ein 46-6029223.”

“Medical & related services: program service expenses 9,978. Management and general expenses 0. Fundraising expenses 0. Total expenses 9,978. Other non-clinical professional services: program service expenses 55,221. Management and general expenses 14,109. Fundraising expenses 0. Total expenses 69,330. Maintenance & repair contract services: program service expenses 1,583,005. Management and general expenses 404,454. Fundraising expenses 0. Total expenses 1,987,459.”

“Intercompany transfers -2,473,960.”