Mjh Foundation

“The organization's officers and directors served together on the boards of other organizations within the sentara healthcare system ("the system"), as well as joint ventures in which the system had an ownership interest. See schedule r for a listing of such entities.”

“The organization's sole member was martha jefferson hospital, a virginia nonstock corporation described in section 501(c)(3) of the internal revenue code.”

“The board of directors, which served as the organization's governing body, was elected by martha jefferson hospital, the 501(c)(3) sole member of the organization; such election is subject to ratification by sentara healthcare, the section 501(c)(3) sole member of martha jefferson hospital.”

“The organization may not take or allow any of the following governance actions without the consent of its 501(c)(3) sole member, martha jefferson hospital: alteration, amendment, or repeal of its articles of incorporation or bylaws; election of new board members, as ratified by sentara healthcare, martha jefferson hospitals's 501(c)(3) sole member; removal of board members or committee members either with or without cause; approval or adoption of any plan of merger or consolidation, any sale, lease, exchange, mortgage, pledge or other disposition of all, or substantially all, the property and assets of the organization, the voluntary dissolution or liquidation of the organization, revocation of any such voluntary dissolution proceedings, or any such decision to file a petition requesting or consenting to an order for relief under the federal bankruptcy laws or similar state laws for the organization; transactions, agreements or commitments, whether written or not, with certain interested persons (as outlined in the bylaws); approval of annual operating budgets and other capital expenditures and strategic plans; indebtedness or other financial obligations, or guaranty of third party indebtedness not included in approved operating or capital budgets and over specified dollar limits; re-naming of any named gift unless/until specified criteria are met; changing independent auditors or accounting practices (except to the extent mandated by gaap); or commencement or settlement of any litigation or arbitration or other proceeding, or confessing a judgment against the organization above defined dollar limitations (as outlined in the bylaws).”

“The annual financials of mjh foundation are reviewed by martha jefferson hospital. Prior to filing the form 990 with the irs, it is reviewed by the finance team, including the chief financial officer. It is also reviewed by sentara healthcare's tax director. Mjh foundation will submit the public disclosure version of form 990 for the preceeding fiscal year to the ceo evaluation committee of the martha jefferson hospital board of directors in the respective meeting following the filing of the form 990. In addition, the public disclosure version of form 990 will be provided to the mjh foundation board of directors and the martha jefferson hospital board of directors at each respective meeting following the filing of the form 990. Mjh foundation will also advise board members of the website address at which the public disclosure version of form 990 will be posted (www.guidestar.org/990).”

“Mjh foundation's conflict of interest policy is administered by the corporate compliance officer. On an annual basis all directors and officers complete a detailed conflict of interest questionnaire disclosing any reportable activities or investments. These quesionnaires are reviewed by the corporate compliance officer. In addition, all persons listed above are annually provided a copy of the conflict of interest policy. If changes to personnel occur between annual completion of the conflict of interest questionnaire, new personnel are also required to complete the questionnaire.”

“As part of the sentara healthcare system ("the system"), the organization followed processes and procedures set forth in its governing documents to ensure compliance with its obligations as a 501(c)(3) healthcare organization to pay disqualified persons reasonable compensation. Such processes and procedures are intended to establish the rebuttable presumption of reasonableness under the internal revenue code section 4958 regulations. The compensation philosophy of the system as a whole is to base overall compensation and benefits for executives on not-for-profit market comparables, adjusted as applied to each executive, taking into consideration the individual skills, experience, tenure and performance of the executive being compensated and overall performance of the organization. In line with this philosophy, the system performed substantial due diligence as to market comparables. The system's compensation committee, which consists of system board members without conflicts of interests, engaged an outside consultant, who reports to the compensation committee, to conduct a study assessing the competitiveness of total compensation (including cash compensation, benefits and perquisites) of its senior executives prior to making decisions regarding annual base salary adjustments, approving incentive awards, or considering programmatic changes. The study compared the compensation of the system's senior executives to compensation data from multiple published survey sources based on the senior executive's functional responsibility. In conducting the study, the consultant targeted other not-for-profit health systems of similar size based on net revenue and complexity. For health plan positions, health plans with similar premiums, or members, were targeted. The consultant also conducts a review of the organization's performance relative to a group of not-for-profit health systems of comparable size and scope of operations every year. The most recent study compared sentara's performance to 30 not-for-profit healthcare systems based on net revenue growth, operating margin, bond rating, and qualitative performance measures based on rankings from sdi's national top integrated health networks. Overall, the consultant determined that sentara's pay was aligned with its relative performance. The compensation study was presented to the system's compensation committee, which made its compensation decisions based on a)its review and analysis of the performance of both the organization and its senior executives and, b) a reasonableness of compensation analysis and opinion from an external expert in the compensation of executives in the tax-exempt health care field. The committee's bases for its decisions were documented in committee minutes taken during the meeting and then circulated for review and approval. All decisions regarding compensation were made by the committee, which consists of system board members without conflict of interests. This process was used to establish compensation for the organization's president. The process was last undertaken during 2014.”

“The consolidated financial statements for sentara healthcare and subsidiaries were made publicly available through the use of dac bond (disclosure dissemination agent) and can be found on the internet at www.dacbond.com. The organization's governing documents and conflicts of interest policy are generally not made available to the public.”

“Net asset transfer to martha jefferson hospital -125,834,123.”