Ebr Medical Facilities Inc

“Material differences in voting rights: the written consent or affirmative vote of at least one independent director is required to authorize certain significant matters, as defined in the certificate of incorporation and bylaws.”

“Classes of members or stockholders: the organization's sole member is ochsner clinic foundation, a related 501(c)(3) organization.”

“Members or stockholders electing members of governing body: the member may specify the number of directors and may appoint directors to vacant or newly created directorships.”

“Decisions requiring approval by members or stockholders: the member may elect and/or remove officers and directors.”

“Review of form 990 by governing body: one or more members of senior management review the return. The return is also reviewed by ernst & young us, llp, the company's tax advisors. A copy of the return is then provided to each member of the board of directors electronically and comments are solicited from the entire board.”

“Conflict of interest policy: officers, directors, trustees, and key employees of ochsner clinic foundation and its subsidiaries are required to complete a conflict of interest disclosure form annually, or within 40 days of becoming an employee, or if a current employee has a change in business circumstances not previously disclosed. The conflict of interest program administrator reviews disclosures and determines whether action is necessary or if the disclosure needs to be reviewed by the conflict of interest steering committee. Ochsner clinic foundation requires annual certification that the relationships disclosed during a preceding calendar year are complete and accurate. In addition, employees that do not fall within the scope of the conflict of interest disclosure policy complete new hire or risk-based conflict of interest training in alignment with the conflict of interest policy. The conflict of interest steering committee will make mitigation recommendations including, but not limited to, divestiture and termination of employment.”

“Officer compensation: the officers of ebr medical facilities, inc. Are not compensated by ebr medical facilities, inc., but are compensated by a related organization for their roles as officers or executives of the ochsner clinic foundation. The process for determining compensation is described on the form 990 of ochsner clinic foundation (ein 72-0502505).”

“Required documents available to the public: all governing documents, financial statements, and forms 990 and 990-t are available upon written request to the chief financial officer of ochsner clinic foundation. The conflict of interest policy is available upon written request to the audit services department of ochsner clinic foundation.”

“Compensation from integrated health system with the exception of the independent director, each of the officers/directors listed in part vii and schedule j hold positions with related 501(c)(3) organizations. For each of these individuals, the compensation listed is received from the related organization. The amount of time shown for each as "average hours per week" in part vii, section a, line 1a, column (b), consists primarily of each officer's time spent on the officer's role with ebr medical facilities, inc. The remainder of each officer's time is spent fulfilling responsibilities through their role with the related organization and/or is more evenly distributed across all organizations in the integrated health system.”