Cabell Huntington Hospital Inc

“Marshall health network, inc. (mhn) has become the sole corporate member of cabell huntington hospital, inc ("corporation"). Marshall health network, as sole corporate member, it is also the sole corporate member of st. Mary's medical center inc, pleasant valley hospital dba rivers health, and university physicians & surgeons inc dba marshall health. Marshall health network inc is organized exclusively for charitable purposes within the meaning of section 501(c)(3) of the internal revenue code of 1986, as amended, and any corresponding provision of any future internal revenue laws, as a supporting organization described in section 509(a)(3) of the code, the purpose of which is to operate exclusively for the benefit of, to perform the functions of, and to carry out the charitable, scientific, and educational purposes of the supported organization that it is now the sole corporate member of above.”

“Governing documents were amended to include one sole corporate member, marshall health network. The number of voting board members was changed to nine and one non-voting board member was added. The stipulations for who should be a board member, the board member terms to be serviced, and board member duties were changed as well. The articles of incorporation and bylaws were changed so that only the corporate member can amend the articles of incorporation and bylaws. The sole corporate member, marshall health network was given other reserved powers and final approval of board of directors initiated actions.”

“Marshall health network is the sole corporate member.”

“Marshall health network is the sole corporate member that has reserved power to appoint the board of directors following the stipulations in the articles of incorporation.”

“Marshall health network, as sole corporate member, has reserved powers to change the purposes of the corporation, amend the articles of incorporation and/or bylaws, dissolve the corporation, consolidate/affiliate this corporation with other organizations. In addition, mhn will manage actions initiated by the corporation's board of directions for the following items: adoption of strategic and business plans, adoption of annual operating and capital budgets, approval of any changes to the capital debt, the creation or acquisition of additional affiliated organizations and joint ventures, adoption or changes to master clinical compensation and benefit plans, manage the assets, manage clinical faculty changes, final approval over the various practices of medicine, appointment of a president to serve as ceo, approve unbudgeted expenditures including debt, and approval of certain contracts.”

“A draft of the form 990 is reviewed by drew hefner, director of financial decision support; beth cutler, financial manager; monte ward, cfo; and melissa leasure, general counsel. After review by these individuals, the final copy of form 990 is provided to the board members for their review.”

“Officers, directors, and key employees are sent an annual questionnaire addressing the conflict-of-interest policy. Each completed questionnaire is reviewed by the corporate compliance officer, general counsel, and the vice president over the respective individual's department to determine if a conflict exists. If a conflict does exist, an in-depth analysis is performed to determine any impact to the organization.”

“The executive compensation committee shall be composed of at least three members of the board, and shall meet at least twice each year. The composition of the executive compensation committee shall comply with the requirements of the board policy on conflicts of interest. The committee shall have the following specific duties and responsibilities. A. Annual evaluation of the performance of the president. The executive compensation committee shall make a written report of its findings, together with recommendations for compensation to the board. B. Annual evaluation of the performance of the chief physician executive, the chief financial officer, and such other vice presidents as the board shall determine to require evaluation by the executive compensation committee. The executive compensation committee shall make a written report of its findings, together with recommendations for compensation, to the board. C. Annual self-evaluation of the board and its members. D. Ensure that no personal loans are made to the president or other members of the administration of the corporation. In carrying out its duties, the executive compensation committee shall have the authority to hire compensation consultants and shall obtain data on compensation ranges for comparable executive positions at least every other year.”

“The organization makes its governing documents, conflict of interest policy, and financial statements available upon request through the in-house general counsel's office. The financial statements are attached to form 990, and thus, can be also found on guidestar.”

“Healthcare fees: program service expenses 62,650,811. Management and general expenses 0. Fundraising expenses 0. Total expenses 62,650,811. Purchased services: program service expenses 10,225,178. Management and general expenses 18,115,592. Fundraising expenses 0. Total expenses 28,340,770. Outside labor: program service expenses 26,766,100. Management and general expenses 47,420,564. Fundraising expenses 0. Total expenses 74,186,664. Consulting services: program service expenses 0. Management and general expenses 1,707,066. Fundraising expenses 0. Total expenses 1,707,066.”

“Change in pension liability and interest rate swap 4,791,749. Increase in opeb benefit 6,385,604. Increase in net pension benefit 319,682.”

“The audit committee intermittently puts out bids for the annual audit and chooses what firm to engage. During the year auditors meet with this committee prior to audit and again to present audit. This process remains unchanged from the prior year.”