Mercy Transitional Care Services Inc

“Mercy Medical Center, Inc. ("MMC"), a 501(c)(3) corporation, is the sole member of Mercy Transitional Care Services, Inc. ("TCS").”

“Mercy Medical Center is the member of TCS. The President, Senior Vice President for Medical Affairs, Senior Vice President for Patient Care Services, and Senior Vice President for Finance of Mercy Medical Center serve as officio voting members of the Board of Directors of TCS. As the member of TCS, the Board of Directors of MMC elects all of the other members of the Board of TCS. All of the TCS Board members serve at the pleasure of the Board of Directors of MMC and are subject to removal by the MMC.”

“MMC, AS THE MEMBER of TCS, IS RESPONSIBLE FOR THE FOLLOWING ACTIONS: A) TO APPOINT MEMBERS TO TCS'S BOARD OF DIRECTORS; B) TO REVIEW AND APPROVE OR DISAPPROVE THE ANNUAL BUDGET AND THE ANNUAL OPERATING GOALS AND OBJECTIVES OF TCS AS RECOMMENDED TO MHS BY TCS'S BOARD OF DIRECTORS; C) TO EVALUATE THE PERFORMANCE OF TCS'S BOARD OF DIRECTORS, OFFICERS, AND OPERATING MANAGEMENT; AND D) TO APPOINT OR REMOVE BOARD MEMBERS OF TCS IN ITS DISCRETION AT ANY TIME. In addition, certain ACTIONS REQUIRE THE APPROVAL OF, AND AFFIRMATIVE CORPORATE ACTION BY, MHS. MHS is MMC's corporate member and the ultimate parent entity of the Mercy health system. The actions requiring the approval of MHS include: A) ANY DISPOSITION OF ALL OR SUBSTANTIALLY ALL OF TCS'S ASSETS; B) ANY AMENDMENT OF THE ARTICLES OF INCORPORATION OR BYLAWS OF TCS; C) ANY BORROWING OR LENDING BY TCS OR THE ISSUANCE OF ANY GUARANTEE BY TCS IN AN AMOUNT IN EXCESS OF AN AMOUNT SPECIFIED BY MMC FROM TIME TO TIME; D) ANY MERGER OR AFFILIATION WITH ANY OTHER CORPORATION OR OTHER ENTITY; E) THE PURCHASE OR SALE OF ASSETS FOR AN AMOUNT IN EXCESS OF AN AMOUNT SPECIFIED FROM TIME TO TIME BY MMC; F) THE APPOINTMENT OF CONSULTANTS, GENERAL COUNSEL AND ACCOUNTANTS; AND G) THE IMPLEMENTATION OF A CORPORATE BUDGET AND ANNUAL OPERATING GOALS. ULTIMATELY, TCS IS CONTROLLED BY MHS'S 31-PERSON COMMUNITY BOARD, WHICH INCLUDES 26 INDEPENDENT DIRECTORS, AS NOTED ABOVE.”

“Mercy Health Services, Inc. ("MHS"), the ultimate parent of the corporation, has a policy which requires the corporation's 990 to be made available for review by the MHS Board and/or the MHS Board Executive Committee prior to its filing. At its board meeting, MHS Board Executive Committee members received a copy of the Corporation's draft form 990. The MHS CFO provided a power point presentation regarding the draft and there was an opportunity for questions and discussion. Following further revision of the draft 990 and prior to its filing, it was made available in final form to all members of the MHS Board and the Corporation's Board for their review. Any additional comments/questions from board members are responded to prior to filing the form 990.”

“MHS has a written conflict of interest policy that covers MHS and all of its direct and indirect subsidiaries. The individuals covered under the policy include all trustees, directors, officers (including all senior and executive vice presidents) and members of any committee with board-delegated powers. Under the policy, each such person is required to complete an annual disclosure form regarding business relationships that he or she, or any family member, has with any organization that does business with MHS or its subsidiaries and relationships between and among officers, trustees and directors. The completed disclosure forms are reviewed by the MHS Board Chair and the MHS CEO or a designee. In addition to the annual disclosure, any person who is covered by the conflict of interest policy has an ongoing obligation to disclose the existence of any actual or potential conflict to the board or the board committee in which the matter arises. Following the disclosure, the person may make a presentation, but must then leave the meeting and the other members of the board or committee shall determine whether a conflict exists. Under the policy, a conflict of interest exists when an individual's own personal interest would, or may, interfere with his or her impartiality regarding the matter. If a conflict exists, the person may not be present during deliberations on the matter or vote on it. The board or committee, after conducting such additional due diligence as it determines is appropriate, shall make a decision on the matter based upon whether the particular proposal is fair, reasonable and in the best interest of the organization.”

“The organization's board has adopted a compensation policy (the "policy") for covered individuals. Pursuant to the policy, a compensation committee of independent directors of the board of the organization's ultimate parent corporation (mercy health services, inc.) was established to review the compensation of all employees specified as having a substantial influence over the organization and who receive remuneration from the organization. The compensation committee is advised by an independent compensation consultant, which opines to the compensation committee that the level of compensation paid and the process by which compensation is established meet applicable irs reasonableness and "safe harbor" standards. The outside compensation consultant provides data of compensation provided at similar organizations to ensure that the organization does not compensate in excess of market norms.”

“The governing documents of the organization, its conflicts of interest policy, and its financial statements are available from the organization upon request.”

“Mercy Medical Center, Inc. ("MMC"), a 501(c)(3) corporation, is the sole member of Mercy Transitional Care Services, Inc. ("TCS"). MMC's sole member is Mercy Health Services, Inc., the parent corporation of Mercy Health System, a Baltimore-based healthcare system. MHS is a 501(c)(3) corporation and is governed by a 31-person Board of Trustees, of whom 26 are independent board members. The Board of Directors of TCS is currently made up of 5 directors. The President, Senior Vice President for Medical Affairs, Senior Vice President for Patient Care Services, and Senior Vice President for Finance of MMC serve as ex officio members of TCS's Board and the balance of the TCS Board members, if any, are elected by, and subject to removal by, the Board of Directors of MMC. None of the Board members is independent as each is compensated as an employee either of TCS or a related organization listed in Schedule R, Part II.”

“Professional fees: Program service expenses 52,241. Management and general expenses 0. Fundraising expenses 0. Total expenses 52,241. Contract services: Program service expenses 765,573. Management and general expenses 0. Fundraising expenses 0. Total expenses 765,573. Nursing recruitment: Program service expenses 664. Management and general expenses 0. Fundraising expenses 0. Total expenses 664. Agency nurse fees: Program service expenses 16,029. Management and general expenses 0. Fundraising expenses 0. Total expenses 16,029.”

“The process has not changed from thet prior year.”