Carroll Hospice Inc

“Carroll hospital center, inc., a 501(c)(3) corporation, is the sole member of carroll hospice, inc.”

“The sole member of the corporation has the right to elect and remove trustees of the corporation. The sole member may remove any elected trustee at any time, with or without cause. Ex officio trustees shall be deemed to be removed as of the time they cease to hold the office on which their ex officio status is based. A vacancy in an ex officio position shall be filled by the individual appointed to the underlying office.”

“The sole member of the corporation has the right to elect and remove trustees of the corporation, the right to approve amendments to the bylaws, and such other rights as may be conferred by law on the members of a non-stock corporation organized under the laws of the state of maryland.”

“THE ORGANIZATION'S FORM 990 IS REVIEWED IN DETAIL BETWEEN THE PREPARER, AN OUTSIDE ACCOUNTING FIRM, AND THE FINANCE DEPARTMENT OF CARROLL HOSPITAL CENTER and lifebridge health. PRIOR TO FILING THE ORGANIZATION'S FORM 990, THE ORGANIZATION PROVIDES A COPY OF THE FORM 990 TO EACH MEMBER OF THE ORGANIZATION'S BOARD OF DIRECTORS FOR THEIR REVIEW. QUESTIONS, COMMENTS AND FEEDBACK IS THEN INCORPORATED INTO THE FILED FORM 990.”

“The conflict of interest policy applies to carroll hospital center and its direct and indirect subsidiaries. Review of disclosure statements/report to the board: the chief executive officer of the hospital organization, the governance committee and the corporate compliance officer shall review the matters disclosed in the disclosure statements and shall submit to the hospital organization's board of directors an annual summary or spreadsheet of the disclosures and their recommendation for the resolution of any conflicts disclosed. In formulating recommendations, the chief executive officer shall consult with appropriate officers of the hospital organization and counsel as necessary. The board of directors of the hospital organization, acting in the best interests of the hospital organization, shall have sole discretion to make all final decisions regarding conflicts of interest, other than those regarding gifts to hospital organization employees which shall be resolved by the appropriate supervisory executive. However, no person shall be involved in considering the existence of an actual or potential conflict of interest, in the management and oversight of a conflict relationship, or in determination of discipline for violations of this policy, if that person is a party or potential party to that conflict. All final decisions regarding conflicts of interest shall be reflected in a revised annual summary or spreadsheet of conflict disclosures which will be shared with each director. The chair and vice-chair of the board, and all board committee chairs, shall have this revised summary or spreadsheet available at the time of all board and board committee meetings in case a matter involving a potential conflict arises. Conflict of interest recusal procedure for board meetings: whenever a hospital organizations' board or board committee is to consider a transaction or an arrangement with another organization, entity or individual in which or with whom a person covered by this policy has a relationship creating an actual or potential conflict of interest, the following procedures shall be employed: a. The interested person must fully disclose the actual or potential conflict of interest to the board; b. The interested person should be asked to leave the meeting during discussion of the potential conflict and any related votes, but the interested person may make a statement or answer any questions on the matter before departing the meeting; c. If appropriate, the board or board committee may appoint a non-interested person or committee to investigate alternatives to the proposed transaction or arrangement; d. To consider the proposed transaction or arrangement, the board must: 1. Find, by a majority vote of directors then in office, not counting the interested person, that the proposed transaction or arrangement is in the hospital organization's best interest and for the hospital organization's own benefit, it is fair and reasonable, and that after reasonable investigation, the hospital organization cannot obtain a more advantageous transaction or arrangement using reasonable efforts; and 2. Vote on the transaction or arrangement, approval requiring a majority vote of directors then in office, not counting the interested person. E. The minutes should include: (1) the name of the person disclosing the conflict of interest and a description of the conflict; (2) the board's determination of whether there is a conflict; (3) the names and votes of persons present for the discussions and votes relating to the transaction or arrangement; and (4) the content of those discussions including the board's determination of whether or not the transaction or arrangement is in the hospital organization's best interest, fair and reasonable, and the best reasonably available alternative. Ongoing duty to disclose one's own or others' conflicts of interest: as an actual or potential conflict of interest can arise at any time, any actual or potential conf”

“The executive compensation committee of the board of directors of lifebridge health, 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 exectuve compensation consulting and advisory firm that provides market survey data concerning compensation and benefit levels for functionally comparable heatlhcare executives in similar health systems and hospitals across the region and nation based on several factors including size, revenues, hospital type and complexity. The committee reviews and approves the compensation of the senior executives and ensures that all forms of executive compensation are reasonable, appropriate and consistent with its established compensation philosophy. Carroll hospital center has a written policy regarding the review of physician compensation to ensure the payments between the hospital and the physician are both commercially reasonable and not greater than fair market value for the services rendered. The policy applies to carroll hospital center and each of its subsidiaries/affiliates. Pursuant to the policy, carroll hospital center, in order to ensure the payments to physicians are commercially reasonable and consistent with fair market value, undertakes a number of review activities, including reviewing compensation information from compensation survey and reliable data such as recent earnings and third party valuations.”

“This organization makes its governing documents, conflicts of interest policy and audited financials available to the public upon request.”

“Purchased Services: Program service expenses 251,023. Management and general expenses 314,472. Fundraising expenses 950. Total expenses 566,445. Hospice Administrative Fee: Program service expenses 0. Management and general expenses 385,000. Fundraising expenses 0. Total expenses 385,000. DME Rental Fees: Program service expenses 440,482. Management and general expenses 0. Fundraising expenses 0. Total expenses 440,482.”

“Transfer from Affiliate 169,491.”

“This process has not changed from the prior year.”