El Paso Children'S Physician Group

“Members or stockholders: el paso children's hospital corporation is the sole member of el paso children's physician group.”

“Members who may elect members of the governing board: the sole member, el paso children's hospital corporation, has the ability to appoint all successor directors to the governing board jointly with the majority of the board of directors.”

“Decisions of the governing body subject to approval by the member: the following matters are reserved solely to the member and, following consultation with the board of directors, shall require the affirmative action of the member to be effective: (a) approval and adoption of annual operating and capital budgets of the corporation; (b) approval of any financial expenditure which deviates from the corporation's annual operating and capital budgets if the sum of such financial expenditure and the sum of all prior financial expenditures which themselves deviate from the corporation's annual and capital budgets, per fiscal year, exceed $25,000; (c) the purchase or acquisition of any property, real, personal or mixed by the corporation exceeding $25,000. (d) the sale, lease, mortgage, or other transfer or encumbrance of the real property of the corporation exceeding $25,000; (e) any sale, lease, mortgage or other transfer or encumbrance (collectively, transfer) of the personal property and assets of the corporation if the sum of such transfer and the sum of all prior transfers, per fiscal year, exceed $25,000; (f) any merger, acquisition, consolidation, reorganization or dissolution of the corporation; (g) borrowing or lending of money or the creation of indebtedness through the guaranty of another's debt or similar action; (h) giving or seeking of grants; (i) creation, ownership or acquisition of (whether in whole or in part), or affiliation with, any other organization; (j) approval of any strategic plan, business plan, or mission plan of the corporation, including but not limited to specific objectives for patient volume goals; (k) settlement of claims or litigation involving the corporation or any person who may be entitled to indemnification by the corporation with respect to such claims or who may be covered by the corporation's insurance with respect to such claim or litigation. (l) entering into contracts in which the corporation assumes financial risk, including but not limited to managed care contracts, employment contracts, and physician practice acquisition contracts; (m) details and variables involved in the financial/productivity formula that determines physician compensation; (p) filing of any voluntary petition in bankruptcy or for the appointment of a receiver; (q) adoption of any policy relating to the distribution of non-professional and non-administrative related revenues and approval of any such distributions; (r) disposition of assets of the corporation; and (s) obtaining or maintaining tax exempt status.”

“Process to review form 990: the form 990 is prepared by an independent accounting firm. Prior to filing with the irs, the organization's cfo and ceo will review the return.”

“Process to monitor compliance with conflict of interest policy: a log is maintained of all officers, directors, medical staff and key employees by the compliance officer. Each officer, director and key employee certifies annually that he or she has received a copy of the conflict of interest policy, has read and understands the policy, and has agreed to comply with the policy. The compliance officer will review with the ceo and general counsel any conflict of interest certification forms that identify potential conflicts. If it is determined a conflict of interest exists, the physician group may nevertheless proceed with the proposed transaction or arrangement following the procedures set forth in this section. The compliance officer may ask the interested person to discuss the proposed transaction in order to obtain further details. Other than this discussion, the interested person will refrain from discussing the proposed transaction or arrangement with physician group officials and will not participate in decision making regarding the proposed transaction. The compliance officer may, if appropriate appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. After exercising due diligence the compliance officer or appointee(s) shall determine whether the physician group can obtain a more advantageous transaction or arrangement with reasonable efforts from a person or entity that would not give rise to a conflict of interest. If a more advantageous transaction or arrangement is not reasonably attainable under circumstances that would not give rise to a conflict of interest, the compliance officer shall determine whether the transaction or arrangement is in the physicians group's best interest and for its own benefit and whether the transaction is fair and reasonable to the physician group, and shall make a recommendation to the ceo (or designee) as to whether to enter into the transaction or arrangement in conformity with such determination. Upon discovery of a potential conflict of interest that has not been disclosed, the epch leader/medical staff member shall be notified by the compliance officer and afforded the opportunity to explain the alleged failure to disclose. If after reviewing the response and making such further investigation as appropriate, the compliance officer shall inform the ceo of the determination whether the epch leader/medical staff member failed to disclose an actual or potential conflict of interest. Any violations of this policy may be grounds for disciplinary action including termination of employment or hospital credentials, and for civil or criminal prosecution. The compliance officer will provide a quarterly report to the board of directors detailing conflicts of interest and how they were addressed. The compliance office maintains the file of the annual certification forms.”

“Tax forms available to the public: if the organization receives a request to inspect its form 990, it will permit the person making the request to inspect form 990 during regular business hours at the location where such records are kept.”

“Availability of documents: the organization furnishes copies of its governing documents, conflict of interest policy, form 990 and/or audited financial statements to the public upon request.”

“Compensation review: the compensation of all employees paid by el paso children's physician group is determined by its sole member, el paso children's hospital corporation. The hospital determines the compensation for the ceo, other officers and key employees by considering salary ranges, salary surveys, and market analyses for each position. Specifically, the board of directors' compensation committee reviews and recommends salaries for the ceo, other officers, and employees. The ceo approves salaries for key employees (director level and below). The most recent review was conducted in december 2015 and documented in the human resource files.”

“Whistleblower & document retention policy: the physician group follows the policies as adopted by its member, el paso children's hospital corporation.”

“SIGNIFICANT ACTIVITIES: ... (Continued from Page 1) FAMILY-CENTERED CARE FOR CHILDREN WITH A DEDICATED COMMITMENT TO EXCELLENT PATIENT OUTCOMES AND INCLUSIVE LEADERSHIP.”

“Oversight over audit of the financial statements: although the organization does not have a separate committee, the responsibility of the oversight of the audit is assumed by the full board.”