Camden-Clark Health Services Inc

“West Virginia United Health System WVUHS is the sole member of Camden-Clark Health Services, Inc. CCHS.”

“All of the members of the board of directors are nominated by CCHS. Board members are then elected by WVUHS board of directors based on the nominations.”

“CCHS has an affiliation agreement with WVUHS which holds power to approve certain decisions such as annual budget, capital expenditures over 1 million, new debt over 1 million, new programs, and extraordinary filings.”

“While minutes are documented for the board of directors, CCHS maintains an executive and nominating committee, however, CCHS did not hold any committee meetings during 2024.”

“The Form 990 is prepared by the WVUHS Tax Team and is provided for review to the VP of Finance and Director of Accounting. It is then presented to/reviewed by the Finance Committee. After being presented to the committee, it is provided to all board members for comments prior to filing with the IRS.”

“To identify and monitor any conflicts, a signed conflict of interest statement is required from board members of the organization and key individuals that are in a position to make or influence decisions. If an actual or possible conflict of interest is observed or disclosed, the organization invokes the procedures set out in the policy/bylaws for addressing the conflict of interest. Nothing of concern was found during the review in 2024.”

“All board members are volunteer directors and are not compensated. The entity has 0 employees therefore, no compensation of key employees is approved. Compensation reported for those listed is paid for their work for related organizations and not for board duties/service.”

“The organizations governing documents, Form 990, and conflict of interest policy are made available upon request. The organization does not have any financial accounts or transactions, therefore, do not have any financial statements to be made available.”

“In accordance with IRS Form 990 instructions Individuals listed as Former served as an Officer, Director, or Key Employee in the previous 5 years. These individuals are still employees of a related organization. The compensation reported in Part VII is for services rendered in their roles at the related entity and is in no way related to serving on the Board of Directors.”

“The compensation of the CEO is determined by the WV United Health System Compensation Committee based upon a salary and benefit survey prepared by an independent company using data of comparable facilities. This information is provided to the compensation committee which is made up of independent board members who are then responsible for setting the compensation packages offered to each executive, ensuring that the compensation package does not exceed fair market value based on the data from the consultant group. The minutes of the compensation committee are contemporaneously documented and retained. A full compensation survey was completed in 2023 for 2024 compensation amounts. The compensation of all officers at the Vice President level and below is determined based upon a salary and benefit survey prepared by an independent company using data of comparable facilities. This data is then interpreted and provided to an independent compensation committee. The independent compensation committee then uses this data to determine a fair and reasonable compensation package. All relevant data as well as minutes from each meeting are retained.”