Good Samaritan Regional Health Center

“The corporation shall have two (2) members: the corporate member, which shall be ssm regional health services, a missouri nonprofit corporation, and the managing member, which shall be st. Mary's-good samaritan, inc., an illinois not-for-profit corporation. Good samaritan regional health center, ssm regional health services, and st. Mary's-good samaritan, inc., are part of the integrated health care system known as ssm health.”

“The corporate member has the power to appoint additional, successor or replacement members and elect and remove directors except ex-officio directors.”

“The corporate member has the following powers: a. To establish and change the mission, philosophy and values of the corporation b. To appoint additional successor or replacement members c. To elect and remove the directors d. To appoint and remove the chief executive officer of any operating division of the corporation e. To approve the amendments to the articles of incorporation of the corporation as provided therein f. To approve amendments to the bylaws of the corporation g. To approve the merger, consolidation or dissolution of the corporation h. To approve the formation of a controlled subsidiary or a remotely controlled subsidiary i. To approve the sale of all or substantially all of the assets of the corporation j. To approve the acquisition or disposition by the corporation of another legal entity or an interest in another legal entity k. To authorize or approve the acquisition or disposition by the corporation of real property or any interest in real property l. To establish centralized employee benefit, insurance, investment, financing, corporate responsibility, performance assessment and improvement and other operational and support programs, to require the participation of the corporation in such programs, and to authorize the opening and closing of bank accounts and investment accounts in the name of the corporation in connection with such programs m. To approve the operating and capital budgets of the corporation n. To appoint the auditor and corporate counsel for the corporation o. To authorize and approve borrowing money and entering into financial guaranties by the corporation, including actions relating to the formation, joining, operation, withdrawal from and termination of a credit group or an obligated group and the granting of security interest in the property of the corporation p. To require the corporation to transfer assets, including but not limited to cash, to the member of the corporate member or to any entity exempt from federal income tax as an organization described in section 501(c)(3) of the internal revenue code of 1986, as amended, or the corresponding provision of any future united states internal revenue law, which is controlled by the member of the corporate member, to the extent necessary to accomplish the mission, goals, and objective of the member of the corporate member as determined by the member of the corporate member q. To approve the transfer of assets by the corporation to any entity other than the member of the corporate member, other than transfers made in the ordinary course of operations of the corporation which will not require corporate member approval; and r. To determine the extent to which and the manner in which the powers described in this section which are reserved to the corporate member with respect to the corporation are to be included in the governing documents of any controlled subsidiary, remotely controlled subsidiary or non-controlled subsidiary and exercised with respect to any controlled subsidiary, any remotely controlled subsidiary or any non-controlled subsidiary. The managing member has the following powers: certain powers are reserved to the managing member, including the authority to take such actions on behalf of the corporation as are vested in the managing member under the joint operating agreement (joa), subject to the limitations of applicable law. The manner to which the managing member exercises such reserved powers shall be determined pursuant to the provisions of the joa and the bylaws of the managing members. In addition, the managing member shall participate in the election of the directors to the extent outlined in the organization's bylaws.”

“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.”

“Board members are required to complete a conflict of interest disclosure statement annually. The president and secretary of 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 much be completed on line. 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. Supervisors verify required course completion prior to year end.”

“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.”

“Dba: ssm health breast care dba: ssm health child care center dba: ssm health cancer care dba: ssm health school of medical laboratory dba: ssm health pharmacy”

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

“Contract labor: program service expenses 2,503,292. Management and general expenses 141,908. Fundraising expenses 419. Total expenses 2,645,619. Medical physician fees: program service expenses 12,051,459. Management and general expenses 704,733. Fundraising expenses 2,082. Total expenses 12,758,274. Consulting services: program service expenses 590,544. Management and general expenses 33,477. Fundraising expenses 99. Total expenses 624,120. Professional fees: program service expenses 282,452. Management and general expenses 16,012. Fundraising expenses 47. Total expenses 298,511. Purchased services: program service expenses 4,382,913. Management and general expenses 226,904. Fundraising expenses 669. Total expenses 4,610,486. Maintenance contracts: program service expenses 2,984,545. Management and general expenses 169,189. Fundraising expenses 499. Total expenses 3,154,233. Recruitment: program service expenses 61,443. Management and general expenses 3,483. Fundraising expenses 10. Total expenses 64,936.”

“Transfers with consolidated entities -46,055,066. Change in temporarily restricted net assets -1,824,503. Beneficial interest in foundation 342,347. Rounding -5.”