Memphis Lung Physicians Foundation Inc.

“The following individuals have a business relationship because they are board members or shared officers of a taxable entity within baptist memorial health care corporation: gregory m. Duckett paul d. Depriest, md mark e. Swanson, md”

“Baptist memorial health care corporation, as sole member of baptist memorial medical group, inc., 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-profit, 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., appoints its board of directors. 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.”

“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 executive vp/cfo, the entity's top financial official, and an outside independent accounting and tax firm prior to submitting the form 990 to the irs. The form 990 was not reviewed by the organization's board of directors before submitting it to the irs. Baptist memorial health care corporation, as sole member of baptist memorial medical group, inc., the sole member of the organization, 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 health care corporation, as sole member of baptist memorial medical group, inc., the sole member of memphis lung physicians foundation, 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 vice president 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 chief executive officer, with the involvement of the baptist memorial health care corporation legal department to resolve the issue.”

“As sole member of baptist memorial medical group, inc., the sole member of memphis lung physicians foundation, inc., baptist memorial health care corporation'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, 2016 the compensation was reviewed and approved for the calendar year ending december 31, 2017 for the president, the vice presidents, and the ceo/administrator.”

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

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

“All forms 1099 are prepared by the accounts payable department of baptist memorial health care corporation, the sole member of baptist memorial medical group, inc., which is the sole member of memphis lung physicians foundation, inc. All forms 1099 are issued using the federal tax identification number of baptist memorial health care corporation. Forms 1099 are not processed by entity, but by vendor group. Many vendors perform services for multiple baptist memorial health care corporation entities, so only one 1099 is issued per vendor with the total amount paid for services. This number is reported on baptist memorial health care corporation's form 990, part v, line 1a.”

“The payroll function is centralized at the corporate payroll department of baptist memorial health care corporation, the sole member of baptist memorial medical group, inc., which is the sole member of memphis lung physicians foundation, inc. The corporate payroll department is responsible for all salaries and wages of employees for the entire baptist memorial health care corporation system. Forms w-2 and w-3 are submitted electronically to the internal revenue service using baptist memorial health care corporation's federal tax identification number, according to the guidelines associated with common paymaster. However, the employee information is allocated to its respective facility for financial reporting purposes and they are reported to the state by each facility. Thus, the amount reported on form 990, part v, line 2a reflects the number of employees at this facility who received a w-2. The total number of w-2s for all baptist memorial health care corporation entities is reported on the baptist memorial health care corporation w-3.”

“Baptist memorial health care corporation, as sole member of baptist memorial medical group, inc., 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.”