Hmts Inc

“Business relationships officer robert braithwaite and officer andrew guarni have a business relationship.”

“On november 3, 2023, and effective as of january 1, 2024, hoag memorial hospital presbyterian, as the sole member of hmts, inc., determined it in the best interests of hmts, inc. To authorize changes to the bylaws to allow it to operate a clinic exempt from licensure pursuant to california health and safety code section 1206(g), and to remove and appoint the hmts board.”

“Members or stockholders the sole member of the corporation is hoag memorial hospital presbyterian, a related tax-exempt organization.”

“Power to elect or appoint members the corporation's sole member elects the directors of hmts, inc.”

“Decisions reserved for members or stockholders the following decisions are reserved for members: a) changes to the articles of incorporation; b) changes or amendments to the bylaws; c) appointment and removal of directors; d) removal of officers; e) any change in the fundamental nature of the corporation; f) disposition of all or substantially all of the corporation's assets; g) any merger, consolidation or similar reorganization of the corporate structure, or dissolution, of the corporation.”

“The board of directors of the corporation has designated the audit & compliance committee of the board of directors of hoag memorial hospital presbyterian, the corporation's member, to act as the audit & compliance committee of the corporation.”

“Process used to review the 990 the corporation's board of directors review the form 990 prior to issuance. Form 990 was prepared based on information received from various sources. The corporation engaged an outside accounting firm to prepare the return. The return has been reviewed by management, including an officer of the corporation. The board is provided with a draft form 990 and is provided ample time to read the document and develop questions. The board then convenes prior to the issuance of form 990 to review and discuss the draft form 990 with management. An electronic version of form 990 is distributed to all board members prior to filing.”

“Monitoring & enforcement of compliance with coi policy the corporation has a comprehensive board conflict of interest policy. Officers, directors, non-director members of board committees, senior executives and key employees are required to complete an annual conflict of interest questionnaire. Responses to the questionnaire are submitted for review and recommendation to the chief compliance officer, followed by review and consideration by the audit & compliance committee or the board, as determined by the conflict-of-interest policy. If, subsequent to completion of the annual questionnaire, any covered person becomes aware of an interest that could give rise to a conflict of interest, the covered person is obligated to promptly disclose the interest. The audit & compliance committee or the board, as determined by the conflict-of-interest policy shall determine if a disclosed interest may result in a conflict of interest. The person with the potential conflict of interest may not be present during any meeting in which the audit & compliance or the board conducts its evaluation, except to answer questions. The audit & compliance committee may request additional information before reaching a determination. Where a conflict is determined to exist, the audit & compliance committee or board, shall not engage in a contract, transaction, or arrangement, unless the board of directors or audit & compliance committee have investigated alternatives and developed and implemented a plan for managing the conflict. Any director having a conflict of interest with respect to a proposed contract, transaction or arrangement is prohibited from voting on any matter relating to the contract, transactions or arrangement, and is excused from the portion of the meeting where the proposed contract is discussed.”

“Process for determining compensation: the organization's chief executive officer and other officers are paid by hoag memorial hospital presbyterian, and are disclosed as persons paid by a related organization during tax year ending 12-31-24. The compensation of the officers are reviewed and approved by the compensation committee of hoag's board of directors, comprised solely of independent directors. The compensation committee receives a study performed by an independent consulting firm that reviews levels of compensation at comparable organizations for comparable positions when setting compensation of the officers and key employees. This process of using comparable data to establish levels of compensation has been in place in excess of 39 years. The compensation committee documents that the compensation is reasonable in its board minutes during executive session. This process was last completed in 2024. In addition, the independent consulting firm provides the board with an opinion letter each year certifying that the compensation program and all pay elements (total remuneration) approved by the board are deemed reasonable in compliance with irc section 4958.”

“Process for making documents available to the public hmts inc. Makes its governing documents and conflicts of interest policy available to the public upon request.”

“Consistent with its mission to improve community health access, the corporation has determined it prudent to revise the purpose of hmts, inc. To allow it to operate a clinic exempt from licensure pursuant to california health and safety code section 1206(g). This change supports the corporation's commitment to providing essential health services in a manner that is both compliant and responsive to community needs.”

“W-2s hoag memorial hospital presbyterian (hmhp) pays all employees of hmts, inc. And therefore issues all w-2s.”

“Other professional fees: program service expenses 9,240,326. Management and general expenses 633,260. Fundraising expenses 0. Total expenses 9,873,586.”

“Equity transfer from hmhp 9,463,188. Hmhp zero out of hmts equity 17,389,386.”