French Creek Internal Medicine

“Business relationship: renato suntay, frank mclaughlin and philip pandolph are all compensated by a related party, meadville medical center (mmc). Autumn bridger, david montag, mark lewis anand noticewala and christian miles are all compensated by a related party, meadville physician services (mps).”

“Management duties: a related organization, meadville medical center (mmc), provides management duties to the organization.”

“Members: the organization's parent organization, meadville physicians services (mps) is the sole member of the organization. Meadville physicians services has the power from time to time to take the following actions with respect to fcim: (a) nominate and elect all of the officers and directors and remove at any time, with or without cause, any and/or all such officers and directors; (b) approve or disapprove any change in the number of directors; (c) approve or disapprove all operating and capital budgets and amendments thereto; (d) approve or disapprove all affiliations, mergers, and other transactions not in the ordinary course of business (e) approve or disapprove projects or expenditures which are not in the budget or which are variances thereto including the authority to establish a dollar threshold below which the corporation will not need to obtain approval from mps; (f) approve or disapprove all amendments to articles of incorporation and/or bylaws; (g) direct the corporation to make changes in its articles of incorporation and/or bylaws and in the absence of such action by the corporation, amend the corporation's articles of incorporation and/or bylaws on its own motion; (h) approve or disapprove all long range plans; (i) approve or disapprove all financing and indebtedness for which the obligation to repay exceeds (i) a term of twelve (12) months or (ii) an aggregate dollar threshold set by mps board from time to time: and (j) exercise whatever other powers or perform such other tasks as are reserved to or required of mps by virtue of any other provisions of the bylaws or mps's bylaws or by board resolutions enacted by this corporation or mps from time to time.”

“Form 990 review process: the form 990 is prepared by an independent accounting firm based on the audited financial statements and information provided by the accounting department of the organization. The 990 is initially internally reviewed in-depth by the cfo and controller of meadville medical center. After this review, it is presented by the cfo and controller to the board of directors at the monthly board meeting, providing opportunities for questions, comments, or changes before the final form 990 is filed.”

“Monitoring compliance with conflict of interest policy: the organization has an annual conflict of interest disclosure statement. Any actual or potential conflicts are evaluated an deemed to either make the interested person disqualified or ineligible to serve. Throughout the year, each affected person is also obligated to file a supplementary disclosure statement if there is a change in circumstances which could create conflict. Determination of actual conflict will be conducted by the board of directors. Any director, officer or disqualified person who is deemed by the board to be disqualified because of an actual or apparent conflict of interest on any matter (i) shall not vote or use his or her personal influence on the matter, (ii) shall abstain from voting (although upon invitation of the chairman, he or she may participate in board discussions) and (iii) shall not be counted in determining the quorum for the meeting, even when permitted by law. The minutes of the meeting shall reflect that a disclosure was made, the abstention from voting, and the effect on the quorum. An individual who has a relationship with an entity that in the board's view makes it difficult or impossible for that individual or any of the remaining directors to discharge his or her responsibilities may be declared ineligible to serve and shall either resign or may be removed by a majority vote of all remaining directors in office.”

“Compensation determination: the compensation committee of the board of directors of meadville medical center (mmc), which is comprised of independent board members determined to be free of any conflict of interest, is charged with determining executive compensation and establishing performance criteria according to an approved compensation philosophy. The committee works with an independent executive compensation consulting and advisory firm, yaffe & company, that provides market survey data concerning compensation and benefit levels for functionally comparable healthcare executives in similar hospitals across the region and the nation based on several factors including size, geography, hospital type and complexity. The committee reviews and approves the compensation of the senior executive and ensures that all forms of executive compensation are reasonable, appropriate and consistent with its compensation philosophy. The committee contemporaneously documents its decisions in the meeting minutes and reports its decisions to the full board of directors.”

“Governing document availability: upon request, photocopies of governing documents, conflict of interest policy, and financial statements are available for pickup by such requesting person.”

“Board member compensation: no board members receive compensation for their duties as directors. Mark lewis, anand noticewala, autumn bridger and david montag are compensated for their roles as physicians at meadville physician services. Frank mclaughlin is compensated for his role as physician at meadville medical center. Renato suntay and philip pandolph are compensated for their roles as officers of meadville medical center.”