Hannibal Regional Healthcare System Inc

“The board of directors has delegated to the compensation committee, pursuant to a charter adopted by the board of directors, the responsibility to act on behalf of the board of directors in administering compensation plans and in making decisions on the compensation of the chief executive officer and those executives who report directly to the chief executive officer who qualify as "disqualified persons" within the meaning of section 4958 of the internal revenue code. The committee then reports its actions to the board of directors. The committee is composed solely of independent members of the board of directors. The scope of the committee includes, but is not limited to, reviewing and approving the annual base salary levels, annual incentive opportunity levels, executive perquisites, employment agreements, benefits and supplemental benefits. The board of directors has also delegated to the finance committee the responsibility to approve the annual financial audit. The committee then reports its actions to the board of directors, and shares and discusses the audit report with the board.”

“The form 990 is reviewed in detail by management. The form is then provided to the finance committee and board of directors for review and comment. Any changes are incorporated prior to filing.”

“The organization has a policy titled business ethics, conflict of interest and tax exempt compliance which requires that all directors, officers, and employees of the hospital always act in the best interest of the hospital without conflicts of interest. Annually each member of the board of directors, each officer of the organization, and certain other managers receive a copy of the policy and are required to complete a confidentiality agreement and a conflict of interest questionnaire whereby the individual answers questions regarding family members, substantial business or investment holdings, and other transactions or affiliations with businesses or other organizations that might affect their relationship with the hospital. As part of the conflicts of interest questionnaire the individual is asked to acknowledge that they have received and read a copy of the policy, agree to comply with the policy, acknowledge that the hospital is a charitable organization, which must engage primarily in activities which accomplish our tax exempt purposes in order to maintain our tax exempt status, agree to report promptly to the board of directors any changes in their answers to the questions or any change in circumstance that might develop prior to the completion of their next annual questionnaire. With respect to directors of the organization, they also acknowledge that none of the conditions of the policy which would make them ineligible to remain on the board exist at the time they sign the acknowledgment and that they would report any conditions which become applicable immediately to the chairperson of the board of directors. On an annual basis the general counsel sends these documents to each director, officer and certain key employees. Once the documents are completed and returned, the general counsel reviews the questionnaires and confers with both the secretary of the organization and chair of the governance committee as to the results and any issues that need to be addressed regarding actual or potential conflicts disclosed or any other fact that might make the individual not independent for irs tax exempt purposes. The secretary, with the assistance of the general counsel, then submits to the board of directors a confidential report concerning any interest of employees of the hospital disclosed by such questionnaire, any interest of directors and officers who are not employees of the hospital, and what actions the president of the organization may take as a result of any conflicts disclosed by such individuals. An individual is ineligible to serve on the board of directors for any of the following reasons as taken from hannibal regional healthcare system board of directors policy b-iii: a. Failure to adhere completely to disclosure requirements; b. The individual is an owner, partner, employee, board member or investor in a direct competitor of the hospital, or any entity affiliated with the hospital. An ownership or investment interest in a direct competitor of the hospital, or any entity affiliated with the hospital, of five (5) percent or less will not make individual ineligible to serve on the board of directors; c. The individual is an employee of the hospital, or any entity affiliated with the hospital, or a family member is a member of the management team of the hospital, or any entity affiliated with the hospital; d. The individual receives direct compensatory benefit for ongoing services provided to the hospital, or any entity affiliated with the hospital (serving as a "de facto employee"); e. The individual is an owner, partner, employee, board member or has a material investment interest in an entity which has contracted for the exclusive provision of any medical services with the hospital or any of its affiliates.”

“The board of directors has delegated to the compensation committee, pursuant to a charter adopted by the board of directors, the responsibility to act on behalf of the board of directors in administering compensation plans and in making decisions on the compensation of the chief executive officer and those executives who report directly to the chief executive officer who qualify as "disqualified persons" within the meaning of section 4958 of the internal revenue code. The committee engages an independent consultant to assist the committee with its governance and oversight role and its compliance with section 4958 of the internal revenue code, by providing an opinion on the reasonableness of the organization's compensation plan. The consultant uses published survey data to provide comparative market data for each position. The committee then reports its actions to the board of directors. The committee is composed solely of independent members of the board of directors. The scope of the committee includes, but is not limited to, reviewing and approving the annual base salary levels, annual incentive opportunity levels, executive perquisites, employment agreements, benefits and supplemental benefits. Annually, hrhs, through its compensation committee engages an independent outside compensation consultant to provide opinions related to the reasonableness of executive compensation and to provide advice and guidance as to current trends and issues.”

“The articles of incorporation and amendments thereto are available on the missouri secretary of state's website.”

“Purchased services/professional fees: program service expenses 30,163,317. Management and general expenses 5,155,101. Fundraising expenses 0. Total expenses 35,318,418. Laundry service: program service expenses 511,095. Management and general expenses 13,751. Fundraising expenses 0. Total expenses 524,846. Cleaning service: program service expenses 366,789. Management and general expenses 1,575. Fundraising expenses 0. Total expenses 368,364. Consulting fees: program service expenses 35,684. Management and general expenses 0. Fundraising expenses 0. Total expenses 35,684. Collection fees: program service expenses 3,554. Management and general expenses 639,302. Fundraising expenses 0. Total expenses 642,856.”

“The organization's policy regarding oversight of audit is consistent with the prior year.”