America'S Essential Hospitals

“America's essential hospitals represents more than 300 hospitals and health systems and is the strategic link between member hospitals and policymakers. Full members are public and non-profit, acute-care hospitals and multihospital systems with common missions and purposes, which includes patient populations or other significant characteristics and interests consistent with the purposes of the association.”

“Senior-level staff or trustees of an active full member are eligible for election to the board. The members of the board are elected annually by the full members from a slate of candidates recommended by the nominating committee. The slate is approved by the majority vote of the full members. Full members are considered voting member who have the power to elect or appoint one or more members of the governing body. Each full member has at least one vote on each matter brought before the membership, with the specific number of votes provided to each full member to be determined by the board of directors. Nonvoting members do not have the right to vote on any matter. At any meeting of members, each full member is represented by an individual designated by the full member to exercise voting rights on behalf of the full member (the "voting delegate"). Each full member designates one voting designate for each vote provided to the full member. Full members are subject to the approval of the board of directors. The presence of members with one-third of the voting power constitutes a quorum. Unless otherwise required by the association's articles of incorporation or bylaws, the affirmative vote of a majority of the voting power present and voting at a meeting at which a quorum is present represents the action of the membership.”

“America's essential hospital's form 990 was prepared by the outside accountants and reviewed by its senior management and audit & compliance committee. It was then sent to the full board prior to being filed with the irs.”

“America's essential hospitals has a conflict of interest policy, the purpose of which is to protect the association's interests when its senior staff (defined as president & ceo, cfo, vice presidents and directors) or board considers a transaction or arrangement that might benefit the private interest of a member of the board or a senior executive of america's essential hospitals. It applies to matters brought for approval by the board, or any of their committees, regarding which a board member or a senior executive has a financial interest. At the time an actual or possible conflict of interest arises or the interested person becomes aware of it, the board member must disclose the existence of the financial interest to the chair, chief financial officer (cfo), or the board. The board determines whether the opportunity for benefit is material under the circumstances and, thus, whether a conflict of interest exists with respect to the transaction in question. The board may void any such contract or transaction that it determines is a conflict of interest. Annually, each senior staff member (including directors) must complete a written conflict of interest questionnaire disclosing any new relationships, circumstances or transactions that might create a potential conflict of interest. The questionnaires are reviewed by the cfo to determine if there are any potential conflicts that should be reviewed by the president & ceo. Any conflicts of interest are resolved as appropriate.”

“America's essential hospitals' president and ceo's compensation is reviewed annually by an outside consultant with expertise in the non-profit and health field. The consultant reviewed the compensation of other comparable positions in peer organizations including other national and state associations and updated this data for market changes in 2016. The study was reviewed by the compensation committee. For other key employees, the association periodically engages an outside consultant to conduct compensation studies in the peer market. The last full compensation review took place in 2013 and the data has been updated for 2016.”

“America's essential hospital's governing documents, conflict of interest policy, and financial statements are available upon request.”