Ebr Medical Facilities Inc

“The officers of EBR Medical Facilities, Inc., are not compensated by EBR Medical Facilities, Inc., but are compensated by related organizations for their roles as Officers or Executives of the Ochsner Health System. The process for determining compensation is described on the Form 990 of Ochsner Clinic Foundation (EIN 72-0502505) and Ochsner Health System (EIN 20-5296918).”

“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.”

“The organization's sole Member is Ochsner Clinic Foundation, a related 501(c)(3) organization.”

“The Member may specify the number of Directors and may appoint Directors to vacant or newly created directorships.”

“The Member may elect and/or remove officers.”

“One or more members of senior management reviews the return. The return is also reviewed by Ernst & Young, LLP, the company's tax advisors. The Audit and Oversight Committee of the board of directors of Ochsner Clinic Foundation, which is comprised of independent directors, is then provided the return prior to the filing date and given the opportunity to review and discuss the returns with management/staff. Ochsner Clinic Foundation, 501(c)(3) (72-0502505) is the sole Member of EBR Medical Facilities, Inc. The meeting to review the 2017 return was held on October 29, 2018. 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.”

“Officers, directors, trustees, and key employees of Ochsner Health System 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 Health System 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 annually complete Conflict of Interest training in compliance 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.”

“All governing documents, conflict of interest policy, and financial statements are available upon written request to the Corporate Integrity Department of Ochsner Clinic Foundation. Forms 990 and 990-T are available upon request to the Chief Financial Officer 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.”

“EBR Medical Facilities, Inc. is a subsidiary of Ochsner Clinic Foundation, (EIN 72-0502505), and is thus included in the consolidated financial statements of Ochsner Clinic Foundation. Ochsner Clinic Foundation's financial statements are audited by an independent accountant. In addition, Ochsner Clinic Foundation has a committee for oversight of the audit, review, or compilation of its financial statements and selection of an independent accountant.”