Munson Healthcare Cadillac

“Munson healthcare cadillac is organized on a nonstock membership basis. The sole member is munson healthcare, an irs section 501(c)(3) tax-exempt organization.”

“Munson healthcare, as the sole member, elects the trustees for all subsidiary entities, munson healthcare cadillac. The board of trustees of munson healthcare cadillac consists of those individuals that are elected or appointed to serve as the directors of munson healthcare. Nominations to munson healthcare are considered and recommended by the munson healthcare governance committee.”

“Certain decisions of the munson healthcare cadillac (cad) trustees are subject to approval by the munson healthcare board of trustees including the adoption, amendment, restatement or repeal of the articles of incorporation or bylaws of cad; the adoption, execution, revocation or abandonment of a plan of dissolution, merger, consolidation, or reorganization; the sale, lease, exchange or other disposition of all or substantially all of the property and assets of cad; the acquisition of or the establishment of any subsidiary or affiliate of cad; the adoption of all operating budgets and capital expenditure budgets for cad; incurrence of operating or capital expenditures by cad which cause the aggregate operating or capital expenditures to exceed budgeted aggregates by more than five percent (5%) in any fiscal year; incurrence of secured borrowings of cad with the exception of equipment leases and purchase money security interests approved as part of the budget; the adoption or amendment of the mission statement, purposes or the strategic goals of cad; change in scope of clinical services or programs provided by cad; and appointment or removal of the president.”

“The munson healthcare cadillac hospital board is committed to the accuracy and thoroughness of the form 990 reporting. Munson healthcare cadillac hospital belongs to the munson healthcare system. Munson healthcare is the parent company in the munson healthcare system, which undergoes an audit by an external audit firm. At the corporate level, the responsible individuals from the finance, administration, patient financial services, legal, human resources, public relations, and fund development departments prepare and review portions of the form 990. The compensation and leadership development committee reviews the compensation information contained in the core form as well as the schedule j information. The conflict, valuation and compliance committee oversees the conflict of interest disclosure process for board members and key employees to ensure compliance with the conflict of interest policy. The finance and audit committee oversees the form 990 preparation process by ensuring proper controls, policies, people and resources are in place to produce an accurate return.”

“The munson healthcare board of directors (the system parent organization) has a standing conflict, valuation and compliance ("cvc") committee. The cvc committee is composed of independent board and community members. The cvc committee is delegated authority by the board to review and approve the reasonableness/fair market value of executive compensation and financial transactions/arrangements with disqualified persons. Annually, each board member of munson healthcare and all of its subsidiary/controlled entities and all munson executives are required to complete a conflict of interest disclosure/questionnaire. The responses to the disclosure/questionnaire are reviewed by the munson legal department. Any financial arrangements/potential conflicts identified through the disclosure/questionnaires are presented to the cvc committee for its review and determination as to the reasonableness/fair market value. When an action item is considered by a board which involves a potential conflict by a board member, the conflict is disclosed and a board member will abstain from a vote on the action item, and, in addition, the board chair has the discretion/authority to request that the conflicted board member be excused from the meeting for an opportunity for the board to discuss the matter without the presence of the conflicted board member.”

“Compensation for the ceo and other officers and key employees of the organization is determined through the following process: first, an independent firm is engaged to provide comparability data. Then, that data is reviewed by two munson healthcare committees, each of which are comprised of individuals who are not employees or otherwise insiders (defined as board members, physicians & executives) of the organization. First, the board compensation and executive leadership development committee evaluates the data and determines a recommended compensation model based on the comparability data. Next, the board conflict, valuation and compliance committee reviews the recommendations as compared to the comparability data. This committee's role is to determine whether the proposed compensation is consistent with fair market value. If physicians are included in the definition of key employee, the board conflict, valuation, and compliance committee reviews all financial relationships with physicians and compares the proposed financial arrangement with comparability data produced by an outside, independent firm. Physician compensation does not go to the compensation and executive leadership development committee. The comparability data as well as the minutes of each of these committee meetings are maintained for future reference. The mhc board approves the mhc ceo's compensation. The mhc board has delegated to the cvc committee the authority to review and approve compensation arrangements with insiders.”

“Compensation of other officers and key employees is consistent with that of the top executives of munson healthcare cadillac and munson healthcare.”

“The munson healthcare cadillac articles of incorporation are available to the public on the michigan department of treasury website. Munson healthcare cadillac does not make the bylaws or conflict of interest policy available to the public. Annually, munson healthcare, parent corporation, submits its annual consolidated financial statements to the msrb in compliance with bond disclosure requirements.”