Memphis Lung Physicians Foundation Inc.

“Baptist memorial health care corporation as sole member of baptist memorial medical group, inc. Which is the sole member of memphis lung physicians foundation, inc., provides certain legal, finance, quality, and personnel services pursuant to a shared services agreement.”

“Memphis lung physicians foundation, inc. Is a non-stock corporation whose sole member is baptist memorial medical group, inc. Baptist memorial health care corporation is the sole member of baptist memorial medical group, inc.”

“Baptist memorial medical group, inc., as the sole member of memphis lung physicians foundation, inc., elects its board of directors. Baptist memorial health care corporation, the sole member of baptist memorial medical group, inc., approves the directors elected by baptist memorial medical group, inc.”

“Baptist memorial medical group, inc., as the sole member of memphis lung physicians foundation, inc., approves the board of directors actions. Baptist memorial health care corporation, the sole member of baptist memorial medical group, inc., approves the actions of baptist memorial medical group, inc. In exercising its approval.”

“The form 990 is reviewed by baptist memorial health care corporation's exec. V.p./cfo, and the baptist memorial medical group, inc. Cfo. In addition, the form 990 is reviewed on a rotating basis of every four years by an outside independent accounting and tax firm. The form 990 was not reviewed by the board of directors before submitting it to the irs. However, baptist memorial health care corporation, as sole member, has a finance, audit and compliance committee that is appointed by its board of directors. The finance, audit and compliance committee will review the form 990 after submitting it to the irs. The committee reports the completion of the review to the corporate board of directors.”

“Baptist memorial medical group, inc. Is sole member of memphis lung physicians foundation, inc. Baptist memorial health care corporation, as sole member of baptist memorial medical group, inc., requires that all employees, including officers and key employees, periodically complete a certification and acknowledgement of the baptist memorial health care corporation standards of conduct, which incorporates the conflict of interest policy. Board members disclose and sign a conflict of interest statement each december. In the event that an employee or board member becomes aware of a potential conflict of interest, he/she is required to report it to their chief executive officer before taking any action. If he/she is the chief executive officer, then he/she is to report to the chairman of the board of directors. The signed conflict of interest statements are reviewed by the senior v.p. And corporate counsel, and are maintained in the baptist memorial health care corporation legal department. If a conflict of interest is found to exist, it will be the responsibility of the ceo, with the involvement of the baptist memorial health care corporation legal department, to resolve the issue.”

“Baptist memorial medical group, inc.'s human resource department, the governance committee of the board of directors, and an independent compensation consulting firm perform annual reviews each december and approve compensation of the ceo and other top management personnel. They use comparability data and other sources as needed. The ceo and other top management use the same type of information to approve compensation of other officers and key employees. On december 14, 2015 the compensation was reviewed and approved for the calendar year ending december 31, 2016 for the president, the vice presidents, and the ceo/administrator.”

“Memphis lung physicians foundation, inc. Makes copies of its forms 1023 and 990 available for public inspection to anyone who requests them as required by the irs.”

“Memphis lung physicians foundation, inc. Makes its governing documents, conflict of interest policy and financial statements available to the public upon request.”

“Jeffrey wright, m.d. - 6025 walnut grove rd. Ste 508, memphis, tn 38120. Michael d. Wilons, m.d. - 6025 walnut grove rd. Ste 508, memphis, tn 38120. Charles smith, jr, m.d. - 6025 walnut grove rd. Ste 508, memphis, tn 38120. Todd henderson, m.d. - 6025 walnut grove rd. Ste 508, memphis, tn 38120. Kenneth okpor, m.d. - 6025 walnut grove rd. Ste 508, memphis, tn 38120.”

“Baptist memorial health care corporation, as sole member of baptist memorial medical group, inc. Which is the sole member of memphis lung physicians foundation, inc., has an audit committee that chooses the audit firm, oversees and reviews the audit reports, and then follows up on any necessary changes and recommendations. The process has not changed from prior years.”