Susquehanna Health Innovation Center

“Board member Steve Johnson, Keith Kuzio, Ann Pepperman, and Philip Johnson all serve on the board of a related taxable corporation.”

“UPMC Susquehanna is the sole member of the governing body.”

“UPMC Susquehanna may elect or remove one or more board members to the governing body.”

“UPMC Susquehanna, the sole member, shall have exclusive authority to exercise the powers: To elect and remove, with or without cause, a Director of the Corporation. To establish the overall policy and long range plans of the corporation. To adopt, amend or repeal the Articles of Incorporation. To establish requirements for a unified budget, the approval of new capital debt, any increment to any existing capital debt, and/or any change in capital debt obligations of the corporation. To establish policies and requirement for the approval of the acquisition, purchase, sale, leasing, or encumbrance outside the ordinary course of business of land or buildings and the construction or demolition of buildings owned by the corporation. To cause debt to be incurred by the corporation. To require a certified audit of corporate funds at any time. To establish requirements and policies governing the approval of any guaranty of the indebtedness of any person, the granting of any security interest in or the creation of any encumbrance on any asset of the corporation. To approve any merger, consolidation, organization, reorganization, joint venture or other modification of corporate structure or affiliations affecting the autonomy, governance, or operations of the corporation. To dissolve or terminate the existence of the corporation and determine the distribution of assets upon such termination. To appoint annually the external fiscal auditor of the corporation. To approve the nominees for elected officers of the Board of Directors of the corporation. To remove any elected officer of the corporation. To adopt the annual capital and operating budget of the corporation. To coordinate manager care plans. To approve any change in licensure of the corporation.”

“A high-level overview of Forms 990 is presented to the parent Board of Directors (UPMC Susquehanna) before filing and complete drafts of all returns are made available to all Board members through the CEO's and CFO's office.”

“All members of the Board of Directors are required to submit a statement annually disclosing any conflict of interest that may arise. Requests for the annual form are distributed individually to each Board Member by the Office of the President and CEO. The CEO's executive assistant ensures that she receives a completed form from every Board Member. All Board Members agree to abstain when any issue involving the parties with conflicting interest is called to motion.”

“All top management is employed by The Williamsport Hospital. The following paragraph describes the process they use. The Board of Directors, through the Executive Compensation Committee, retains an independent outside consultant to provide guidance with respect to the annual establishment of the rebuttable presumption or reasonableness relative to executive compensation and benefits. The consultant annually provides detailed market information from its annual Executive Compensation Survey for Health Systems. In addition, other regional survey data is provided in order to supply the health system with a "national" picture of compensation. With this process established, the Executive Compensation Committee takes the proper steps to educate the Board of Directors to understand all of the above-mentioned oversight and to appropriately prepare them for community or media inquiry. In addition, the Board is made aware of the Form 990 and its role in the communication of information to the public.”

“The organization makes its governing documents, conflict of interest policy, and financial statements available to members of the public who request them.”

“UPMC, the sole member of UPMC Susquehanna, has assumed the responsibility for oversight of the audited financial statements at a system level for FY 2017.”