Mosaic Health System

“The following mosaic health system directors are not independent due to transactions disclosed on the form 990, schedule l of heartland regional medical center, a related tax-exempt organization: thomas richmond and adam stein.”

“Mark laney, m.d., michael pulido, and dwain stilson have a business relationship as they were officers of hhs properties, inc. And midwestern health management, inc., both related taxable organizations, during the tax year.”

“Mark Laney, M.D. - Business relationship, Michael Pulido - Business relationship, Dwain Stilson - Business relationship”

“The accounting staff of the organization prepares the form 990 and submits a draft to an independent accounting firm. The independent accounting firm reviews the form 990 with information provided from the organization's accounting staff. The draft form 990 is revised for any corrections or clarifications based on the review by the independent accounting firm. Then the form 990 is reviewed by the organizations leadership for any questions and concerns. After resolving questions and concerns with leadership and the accounting firm, the final form 990 with all required schedules is then presented to board for approval. Once approved then the 990 tax return is electronically filed.”

“This conflicts of interest and documentation policy ("policy") applies to all directors and officers of the organization and any other person who is in a position to exercise substantial influence over the decisions and affairs of the organization (collectively, "covered persons"). Duty to disclose if an interested person has a position or financial interest in any business or other entity with which the organization is considering entering into an arrangement or transaction, the interested person must disclose the existence of his or her position or financial interest and all material facts related thereto to the organization's board of directors (the "board") or executive committee as soon as the interested person has knowledge of the potential arrangement or transaction, and whenever requested by the board or the executive committee. Determining whether a conflict of interest exists after disclosure of a position or a financial interest by an interested person, and after any discussion with the interested person, the interested person (including those interested persons who are members of the board or executive committee) will leave the board meeting while the determination of whether a conflict of interest exists in connection with the proposed transaction is discussed by the board or the executive committee and voted upon. A position or a financial interest will be considered a conflict of interest only if the board or the executive committee makes such determination. An interested person is considered to have a conflict of interest with respect to his or her compensation if the person receives compensation from the organization and the person's compensation is being discussed or reviewed by the board or any committee thereof. Procedures for addressing the conflict of interest *before any discussion and vote on whether a conflict of interest exists, an interested person may make a presentation to the board or the executive committee regarding the interested person's position or financial interest. After such presentation, the interested person will leave the meeting during the discussion of, and the vote on, the proposed transaction. *the board or the executive committee will undertake appropriate due diligence and inform itself of all material information reasonably available to it and explore all reasonable alternatives to the proposed transaction that would not involve the conflict of interest. *if a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the board or the executive committee will determine by a majority vote of the disinterested directors whether the proposed transaction is (i) in the organization's best interest, (ii) for the organization's own benefit, and (iii) fair and reasonable to the organization. In conformity with this determination, the board will make its decision as to whether the organization may enter into the proposed transaction. Quorum for board or executive committee action for purposes of the board or executive committee actions to be taken under these procedures, including the determination whether a conflict of interest exists, a majority of the disinterested directors on the board or the executive committee will constitute a quorum. However, in no case will a single disinterested director take any such action. Violations of the conflicts of interest policy if the board or the executive committee has reasonable cause to believe that a covered person has failed to disclose a position or a financial interest, it will inform the covered person of the basis for such belief and afford the covered person an opportunity to explain the alleged failure to disclose. If, after hearing the response of the covered person and making such further investigation as may be warranted under the circumstances, the board or the executive committee determines that the covered person has in fact failed to disclose a position or a fi”

“The organization makes its governing documents, conflict of interest policy, and financial statements available to the public upon request. All of these documents are located in administration.”

“An annual review was performed during the prior fiscal year. Market data was provided by a third party compensation consultant that specializes in market salary data. A compensation committee that is comprised of the mosaic health system board chair, the mosaic health system board vice-chair and three additional mosaic health system board members and an independent legal counsel, as scribe, oversaw an annual salary review process for officers and administrators. For each position to be reviewed, the full scope of duties and responsibilities, numbers of staff managed, processes managed, approximate revenue, expense, or capital dollars managed were provided to the third party consultant. Facility size, not-for-profit status and the scope of each job position were compared to like facilities to determine base compensation and incentive compensation for each position. The data gathered by the third party consultant was reviewed by the compensation committee, outlier issues were resolved and, based upon present financial indicators, the committee made its determination of compensation levels for the next pay year.”

“In FY2019, the reporting organization has determined it would be more appropriate that net asset transfers between related organizations that it in prior years was reported in Form 990, Part XI, Reconciliation of Net Assets as an "Other Change in Net Assets" now be reported as contribution revenue (or grants made). For comparative purposes, the reporting organization has also reflected the effect of the change in how it reports its net asset transfers in the Form 990, Part I, Prior Year Summary.”

“Change in net assets in Midwestern Health Management, Inc. - -16658537; Change in net assets in HHS Properties, Inc. - -1069427;”

“The results of the consolidated audit are reviewed by the mosaic health system board.”