Tmh Physician Organization

“On September 13, 2013, the Board of Directors of Houston Methodist, sole member of TMH Physician Organization, unanimously approved by Resolution to amend the Certification of Formation to reflect the change of the sole member of the corporation to TMH Health Care Group.”

“TMH Health Care Group is the sole Corporate Member of this organization. Houston Methodist Hospital is the sole member of TMH Health Care Group.”

“The sole Corporate Member of the organization, TMH Health Care Group, appoints the Board of Directors.”

“The sole Corporate Member of the Organization (TMH Health Care Group) reserves the following powers: -to appoint and remove with or without cause the Directors of the organization; -to approve the incurrence by the organization of any indebtedness and all guarantees of the debt of another party; -to approve the annual operating and capital budgets of the organization after they are prepared and approved by the organization's Board of Directors; -to approve the dissolution of the organization; -to approve the organization's participation in partnerships and joint ventures; -to approve the acquisition or disposition by the organization of real property from or to a non-Corporation controlled organization through ownership, lease or otherwise; -to approve the disposition or acquisition by the organization of, or the investment by the organization in, another business or all or a portion of the business or operations of another business; -to establish, acquire or invest in any new or different business; and -to direct the organization in its actions as the corporate member or shareholder of other entities, including but not limited to, approving amendments to the articles of incorporation and bylaws of such other organizations.”

“Management, including certain Officers, works diligently to complete the Form 990 and attached schedules (Return) in a thorough manner. The Return is prepared by a Paid Preparer.”

“All individuals serving in a significant decision making capacity complete a Conflict of Interest (COI) questionnaire annually. A comprehensive evaluation and thorough review of all disclosures is performed by a 6-member COI Committee comprised of executives, management, and staff. The results of the COI disclosures are reported to the parent corporation, Houston Methodist Hospital's Audit & Compliance Committee and Board of Directors, including the actions being taken to protect the integrity of decision-making. In addition, disclosure results are also communicated to management and to affected committee chairs to promote transparency and to ensure that actions are taken and restrictions are imposed where appropriate. Conflicted individuals may not vote or exert self-serving influence on the disclosed matter. Form 990, Part VI, Section B, Lines 15a & 15b: Houston Methodist Hospital, the sole corporate memeber of TMH Health Care Group (sole corporate member of this organization) follows IRS regulations as it relates to establishing a rebuttable presumption of reasonableness related to total compensation of the CEO of this organization as well as other key employees and compensated officers of the organization listed below. It has established a process that includes the following elements: A separate committee of the board of HMH (the "Board Committee"), comprised of independent directors, meets at least annually to review, deliberate and make recommendations to the Board of HMH as it relates to any changes in total compensation including base pay, bonus awards from incentive programs or benefits and perquisites of the CEO. For 2013, the Board Committee reviewed and recommended compensation packages for the following positions: -EVP/Chief Medical Officer, Houston Methodist Hospital, who also serves as President, Chairperson & CEO for Houston Methodist Specialty Physician Group The Board Committee establishes that no member has any conflict of interest with regard to the executive compensation arrangements being approved. The Board Committee reviews and considers information provided by an external consultant engaged to ensure it has direct access to: -Compensation information paid by comparable organizations, for functionally comparable positions. -Compensation norms in the organization's immediate locale and from other independent compensation surveys by nationally recognized independent firms that represent the organization's logical peer group. -Compensation information that includes information on base salary, incentives, benefits and perquisites for total compensation comparison purposes to ensure reasonable competitive ranking. The Board Committee relies on the comparability data to reach consensus that its recommendations to the Board regarding executive compensation changes are reasonable and in line with organization's overall total compensation philosophy for executive pay. The deliberations and decisions of the Board Committee are contemporaneously substantiated. The compensation for positions held by the other compensated Officers and Directors listed on Part VII, Section A is determined based on a thorough review of numerous compensation studies conducted by nationally recognized, independent firms that provide market data for total compensation for similar positions. The compensation information considered includes information on base salary, incentives, and benefits for total compensation purposes to ensure reasonable competitive ranking in order to meet recruitment and retention objectives that secure the talent required to contribute to organizational success.”

“The governing documents (except the Articles of Incorporation, which are on file with the Secretary of the State of Texas), conflict of interest policy and financial statements of the organization are not made available to the general public.”

“Certain officers/directors of Houston Methodist Specialty Physician Group are employees of Houston Methodist Hospital or its affiliates. These officers and directors who are employed by this or other related organizations work approximately 50 hours per week on behalf of this organization and other organizations of Houston Methodist (HM). The compensation shown on Schedule J reflects the total compensation earned for the officers/directors for the combined hours spent working for all the organizations in the HM.”

“This organization is part of The Methodist Hospital, doing business as Houston Methodist Hospital, whose mission is: To provide high quality, cost-effective health care that delivers the best value to the people we serve in a spiritual environment of caring in association with internationally recognized teaching and research.”

“The TMH Physician Organization, doing business as Houston Methodist Specialty Physician Group (HMSPG) was organized to engage in activities to further one or more of the following specific purposes: (i) the carrying out of scientific research and research projects in the public interest in the fields of medical sciences, medical economics, public health, sociology, and related areas; (ii) the supporting of medical education in medical schools through grants and scholarships, (iii) the improving and developing of abilities of individuals and institutions studying, teaching, and practicing medicine; (iv) the engaging in the instruction of the general public in the area of medical science, public health and hygiene and related instruction useful to the individual and beneficial to the community; and (v) the delivery of various modalities of health care to the public. In 2013, HMSPG pursued the above specific purposes largely through the employment of physicians that were organized in the departments according to the specialties. In 2013, HMSPG provided services through over 900,000 patient visits (excluding Anesthesia, MASTOS and Pathology services). As of December 31, 2013, HMSPG employed 394 physicians and 1,121 staff. Educational opportunities were provided to 246 HMSPG residents and fellows from various ACGME approved programs.”

“Equipment Transfers - Restricted Funds 225,060.”