Maryland Family Care Inc

“Mercy health services, inc. ("mhs"), a 501(c)(3) corporation, is the sole member of maryland family care, inc. ("mfc").”

“The president and senior vice president for medical affairs of mhs serve as ex officio voting members of the board of directors of mfc. As the member of mfc, the board of trustees of mhs elects all of the other members of the board of mfc, which shall include at least two additional members of mhs's administrative staff and at least two practicing primary care physicians. With the exception of the ex officio board members, all of the mfc board members serve at the pleasure of the board of trustees of mhs and are subject to removal by the mhs board.”

“The board of trustees of mhs exercises authority over mfc through its right to appoint and remove mfc board members. In addition, the following actions require approval by mhs: (a) liquidation and dissolution of mfc; and (b) amendment of the articles of incorporation or bylaws of mfc. Ultimately, the corporation is controlled by mhs's 29 person community board, which includes 21 independent directors as noted above.”

“Mercy health services, inc. ("mhs"), the sole 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.”

“Mercy has a conflict of interest policy that covers mercy health servics, inc. 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 all business relationships that he or she, or any family member, has with any other organizations that do business with mercy and all relationships between and among officers, trustees and directors. The completed disclosure forms are reviewed by the board chair and by mercy's 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 must abstain from voting and may not be present during deliberations on the matter. 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 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. Mercy health services, inc. Has a written policy regarding the review of physician compensation titled "amended and restated physician compensation review." the policy applies to all mhs subsidiaries, including the corporation, and it sets out the process and procedures for ensuring that physician compensation is appropriately reviewed and determined to be consistent with fair market value. Under the policy the review and determination must be documented in writing. The policy addresses internal reviews through benchmarking of physician compensation against nationally recognized compensation survey data, the use of independent compensation consultants and review by the mhs board compensation committee. The policy further requires that all compensation reviews be performed in accordance with the mhs conflict of interest policy.”

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

“Mercy health services, inc. ("mhs"), a 501(c)(3) corporation, is the sole member of maryland family care, inc. ("mfc"). Mhs is governed by a 28-person board of trustees, of whom 21 are independent board members. The board of directors of mfc is currently made of 9 directors. The president and the senior vice president for medical affairs of mhs serve as ex officio members of mfc's board and the balance of the mfc board members are elected by, and subject to removal by, the board of trustees of mhs. None of the members of the mfc board are independent, in that each of them is compensated as an employee either of mfc or a related organization listed in schedule r, part ii.”

“Write off of intercompany accounts -1,068,070.”

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