Sibley Memorial Hospital Foundation

“Sibley memorial hospital foundation (smhf) has updated its governing documents to include the sibley memorial hospital chief nursing officer (cno) as an ex officio trustee on the smhf board. Additionally, a provision was revised to state that sibley memorial hospital is the sole member of smhf. This amendment aligns with the bylaws of smhf. The changes to the governing documents were approved in june 2024 and will take effect on july 1, 2024.”

“A copy of the form 990 is provided electronically to the organization's governing body before it is filed. The form 990 is provided to the organization's trustees and appropriate officers, who are given the opportunity to ask questions and provide feedback before the form 990 is filed.”

“The conflict-of-interest policy is a part of the annual disclosure statement process. All officers, directors, trustees, and key employees are required to report any conflicts of interest and to comply with the conflict-of-interest policy. Conflicts of interest are determined at a health system level and include the organization and all of its affiliates. The organization's legal department is responsible for reviewing all of the actual or potential conflicts of interests and for determining appropriate action to eliminate or manage the conflict of interest. If a conflict arises, the affected member must (1) refrain from any attempts to either directly or indirectly influence the decision making process in which there exists a potential for conflicts of interest; (2) refrain from participating in any discussions leading to the approval or disapproval of the transaction creating the conflict, except to disclose material facts relating to the confict; and (3) abstain from voting on the transaction creating the conflict or transmitting any other opinion, including not being present in the room when the vote is taken, unless the vote is by secret ballot. Furthermore, the organization's intermediate sanctions transaction review committee reviews and determines whether a proposed transaction between a trustee, officer, key employee or disqualified person and the organization would create an excess benefit to such trustee, officer, key employee or a disqualified person, or whether such proposed transaction qualifies for a rebutable presumption against excess benefit.”

“The compensation committee of the board of johns hopkins medicine, on behalf of the organization, reviews the performance and approves the compensation of the officers and key personnel of the organization. In reviewing and approving compensation, the committee relies on appropriate market data for comparable jobs in organizations, and ensures that such data indicates the compensation ordinarily provided by similarly situated organizations, under like circumstances. Deliberations and decisions of the committee regarding the compensation arrangements are documented in the form of minutes of committee meetings, and copies of all comparability data and reports retained.”

“The organization makes its governing documents, conflict of interest policy, and financial statements available to the public upon request.”