Edward Health Ventures

“The organization's governing body delegates broad authority to act on its behalf to the Executive Committee of Edward Elmhurst Healthcare. The Executive Committee shall have and exercise the authority of the Board of Trustees in the management of the Corporation and have those duties, responsibilities and authority as may be prescribed by the Board of Trustees from time to time. The Executive Committee shall review and/or develop the strategic plan(s) for the Corporation and its Affiliated Entities, taking into account the mission of the Corporation, and recommend same for approval, or approval with modifications, to the Board of Trustees. The role of the Executive Committee shall include, but not be limited to, the following: (i) the identification of individuals who may be nominated and elected to serve as new Trustees or as Chairperson, Vice Chairperson or President; (ii) the education of new Trustees; (iii) the review and evaluation of the President; (iv) the review and approval of any and all executive compensation plans for the Corporation and the Affiliate Entities; and (v) the review and approval of any transactions involving the acquisition of physician practices/groups and/or joint ventures or transactions with physicians or physician practices/ groups. The Executive Committee consists of 6 voting members-the Edward Elmhurst Healthcare System CEO and 5 other independent members of the community. All 6 of these individuals are voting members of the Edward Elmhurst Healthcare Board of Trustees.”

“Edward health ventures' sole corporate member is edward-elmhurst healthcare, an illinois not-for-profit and section 501(c)(3) tax-exempt corporation.”

“Edward health ventures' sole corporate member, edward-elmhurst healthcare, may elect remove and replace members of the board of trustees of edward health ventures.”

“The board of trustees of edward health ventures' sole corporate member, edward elmhurst healthcare, has the following exclusive powers over edward health ventures: (i) elect, remove, and replace, trustees on the board of edward health ventures. (ii) intervene in any action or plan of the corporation to the extent the board of trustees of the corporate member, in its sole discretion, deems it necessary to do so in order to avoid significant risk to the tax exempt status, licensure, or accreditation of the corporation, the corporate member, edward hospital, any subsidiary or other affiliate of the corporate member, or any facility operated by any of the foregoing, or to avoid significant legal, regulatory or financial risk to any of them. (iii) select and appoint independent auditors for the corporation, and direct the performance of an annual independent audit of the financial condition of the corporation. In addition the approval of the corporate member shall be required to authorize the following matters: (i) the adoption, amendment, and repeal of the amended and restated articles of incorporation of the corporation and bylaws. (ii) the adoption and approval of any plan of dissolution or liquidation of the corporation, any plan of merger or consolidation of the corporation with another corporation or other entity; and/or any exchange, sale or transfer of any material portion of the assets of the corporation in any transaction or series of related transactions. (iii) the adoption, approval, amendment, restatement or modification of any financial control policy for the corporation and the taking of any action by or on behalf of the corporation not otherwise in conformance with any such policy. (iv) the amendment or revision of the initial purpose and scope of services of the corporation, including location, size, operations and activities. (v) the adoption of any and all annual operating and capital budgets, strategic plans, capital investments and/or capital allocations of the corporation. (vi) the authorization or approval of any long-term borrowing of money by the corporation, or the authorization or approval of any prepayment, in whole or in part, refinancing, increase, modification or extension of any such indebtedness. (vii) the granting of any security interest in, or otherwise providing for the encumbrance of, any of the assets or revenues of the corporation. (viii) the creation and/or addition of any direct or indirect subsidiaries or affiliates of the corporation, including, without limitation, any not-for-profit or for-profit corporations, limited liability companies, partnerships or other legal entities. (ix) the filing of a voluntary petition, or any consent to the involuntary filing of a petition, by or on behalf of the corporation, in bankruptcy or any reorganization, or any appointment of a receiver on behalf of the corporation. (x) the submission of any applications, filings or material correspondence to the illinois health facilities and services review board or any successor thereto (the "ihfsrb") for any proposed project or activity of the corporation subject to the jurisdiction of the ihfsrb, regardless of the level of capital expenditure. (xi) the purchase or sale by the corporation of any interest in real property.”

“A draft of the full form 990 was made available to the Edward-Elmhurst Regional Board of Directors for review prior to filing.”

“Edward-elmhurst healthcare, on behalf of itself and all affiliates, monitors and enforces compliance with its conflict of interest policy through annual reporting, and ongoing education. Each year, edward-elmhurst healthcare conducts an annual conflict of interest review. This process involves requiring all trustees, officers, key employees, employed physicians, certain other physicians, and management level employees to complete an electronic conflict of interest questionnaire. The system director of internal audit and corporate compliance facilitates the completion of a questionnaire by all required individuals, and if no questionnaire is completed, the matter is reported to the individual's supervisor up to and including the board of trustees. Disclosures made on the questionnaire are evaluated by a conflict of interest workgroup comprised of the system director of internal audit and corporate compliance, the system executive vice president and chief financial officer, the general counsel, and the deputy general counsel. Disclosures made by trustees, officers and key employees are evaluated by the executive committee of the board of trustees or its designee. The evaluations may result in actions being taken up to and including the development of a management plan accepted by the individual making the disclosure or termination of the disclosed relationship or conflict. In cases where an actual or potential conflict of interest is identified, the conflicted individual is educated about how they should raise this issue if they are ever in a position where their conflict may be implicated. Conflicted individuals must recuse themselves from voting, but, at the discretion of the board, may be permitted to participate in discussion about matters in which they have an actual or apparent conflict. In addition to this annual reporting, all individuals noted above are advised that, pursuant to the conflicts policy, they are required to report to the system director of internal audit and corporate compliance any actual or potential conflicts of interest as they may arise throughout the course of the year.”

“Executive compensation, including the president and all officers of edward elmhurst healthcare ("senior management") is managed by the edward-elmhurst healthcare ("eeh") board of trustees ("board"), on behalf of eeh and all of its affiliates. On an annual basis, the board reviews compensation arrangements, including the compensation award for the edward health ventures president for the coming year. The board conducts the review in a manner that will qualify for the rebuttable presumption of reasonableness under the intermediate sanction rules of section 4958 of the internal revenue code. To that end: -the ceo and all other members of senior management may participate in this review process and be present at meetings of the board only if and to the extent necessary to answer questions and provide other information the board needs for its analysis, assessment and deliberations, and they must otherwise recuse themselves from board meetings during board debate and voting on compensation arrangements. -any board member identified as having a conflict shall participate in the process only to the same extent as members of senior management. -the board conducts the review with the assistance of an experienced and independent compensation firm, which summarizes its analysis and findings in writing to the board. -the board obtains and relies on current comparable market compensation data from appropriate peer organizations for each compensation component prior to making its determination. Relevant information will include compensation levels paid by similarly situated organizations, both taxable and tax-exempt, for functionally comparable positions; the availability of similar services in the geographic area served by eeh; current compensation survey compiled by an independent firm; and, where applicable, actual written offers from similar organizations competing for the services for the members of senior management. -the board also adequately and promptly documents its decision. The documentation states its intention to quality for the rebuttable presumption of reasonableness; the specific terms of the compensation arrangement that were approved; the approval date; the names of the individuals present and those who voted; the specific comparability data obtained and relied upon; and an explanation as to why the approved amounts are considered reasonable if the terms of the compensation arrangement differ from the comparability data. In addition, the board periodically reviews the executive compensation plan, including the philosophy, for (a) compliance with applicable laws and regulations, and (b) alignment with eeh's mission, charitable purposes, goals and strategies. Based on the review, the board approves any changes in one or more components of the plan or the plan philosophy that the board considers necessary and appropriate relative to one or both of these criteria. Other individuals who are officers or key employees of edward health ventures, but are not a part of eeh senior management are compensated with a competitive base salary, along with an incentive plan, which is reflective of eeh's market as determined by a review of independently gathered market compensation survey data. At the time of hire, the salary determination is made by giving consideration to the experience pertinent to the role for which the individual is to be hired, also considered are niche skills or experience the individual brings to the organization. Supply and demand will also play a role in determining the hiring rate of pay. Based on these factors, the eeh human resources department, which supports eeh and all of its affiliates, will assign the key employee to an appropriate pay grade, and a rate of pay will be offered within that pay grade. On a periodic basis, the eeh human resources department works with an independent third party compensation consultant to conduct a thorough market review of all positions which are not considered senior managemen”

“Please see the narrative to form 990, part vi, sec b, line 15a.”

“Currently, the organization's governing documents and conflict of interest policy are available upon request. If a request is received for this information, it is forwarded on to either the legal department or the finance department, and the materials would then be provided to the requestor. Audited financial statements are available on the emma (electronic municipal market access) website at www.emma.msrb.org.”

“Funds received from department of health and human services as a result of the cares act of 2020.”

“Other Operating Revenue - Total Revenue: 1973395, Related or Exempt Function Revenue: 1973395, Unrelated Business Revenue: , Revenue Excluded from Tax Under Sections 512, 513, or 514: ; - Total Revenue: , Related or Exempt Function Revenue: , Unrelated Business Revenue: , Revenue Excluded from Tax Under Sections 512, 513, or 514: ;”

“Investments are held in a pooled account by edward-elmhurst healthcare. All investment income (loss) is retained by edward-elmhurst healthcare with the exception of a portion allocated to edward foundation.”

“Our volunteers work in a large majority of areas throughout the edward elmhurst healthcare system. The responsibilities of the volunteers vary, dependent on the area they are volunteering in and the projects to be completed. Volunteers have assisted with clerical work, data entry, meeting and greeting, friendly visits, escorting and providing general information to patients and visitors. We track our volunteer hours monthly. All of the volunteers sign in and out each shift and we collect the sign in sheets at the end of the month. Throughout the system, for the fiscal year ended june 30, 2021 our volunteers gave 86,000 hours of service. Volunteer hours decreased from previous years due to limitations of volunteer activities to support ongoing efforts to reduce the spread of covid-19.”

“On March 11, 2020, the World Health Organization designated COVID-19 as a global pandemic. Patient activity and related revenues for most services were significantly impacted starting in mid-March as various policies were implemented by Federal, state and local governments in response to the COVID-19 pandemic that caused many people to remain at home and forced the closure of or limitations on certain businesses, as well as suspended elective surgical procedures and other nonessential healthcare services. In response to the pandemic, Edward Health Ventures took several precautionary steps to enhance operational and financial flexibility to address the risks posed by the pandemic, including: implementing cost reduction initiatives; reducing certain planned projects and capital expenditures; executing revolving lines of credit at the corporate level; and taking advantage of various Federal stimulus and other relief opportunities available. Edward Health Ventures' operating results for the fiscal year ended June 30, 2021 were significantly negatively impacted by the pandemic, net of relief funds recognized.”

“Consulting - Total Expense: 59962, Program Service Expense: 59362, Management and General Expenses: 600, Fundraising Expenses: ; Disposal Services - Total Expense: 84064, Program Service Expense: 83223, Management and General Expenses: 841, Fundraising Expenses: ; Collection - Other - Total Expense: , Program Service Expense: , Management and General Expenses: , Fundraising Expenses: ; Intercompany - Total Expense: 50131, Program Service Expense: 49630, Management and General Expenses: 501, Fundraising Expenses: ; Contract Clean - Total Expense: 849134, Program Service Expense: 840643, Management and General Expenses: 8491, Fundraising Expenses: ; Shared Services Fee - Total Expense: 26781148, Program Service Expense: , Management and General Expenses: 26781148, Fundraising Expenses: ; Purchased Services - Other - Total Expense: 947644, Program Service Expense: 938168, Management and General Expenses: 9476, Fundraising Expenses: ; Reference Lab - Total Expense: 2455174, Program Service Expense: 2430622, Management and General Expenses: 24552, Fundraising Expenses: ; Collection - MPAS - Total Expense: 5900975, Program Service Expense: 5841965, Management and General Expenses: 59010, Fundraising Expenses: ; Purchased Services - Physicians - Total Expense: 1858569, Program Service Expense: 1839983, Management and General Expenses: 18586, Fundraising Expenses: ; Northwestern Neuro Contract - Total Expense: 7044373, Program Service Expense: 6973929, Management and General Expenses: 70444, Fundraising Expenses: ; Dictation - Total Expense: , Program Service Expense: , Management and General Expenses: , Fundraising Expenses: ;”

“Intangible assets whose lives are indefinite are not amortized and are evaluated for impairment at least annually, while intangible assets with definite lives, primarily noncompete agreements, are amortized over their expected useful lives.”

“Midwest Endoscopy - Non Controlling Interest - -1457783; Distribution to Affiliates - 1417800; Transfer from Affliaites - 70300149; Change in MI - 41195; Insight Medical Imaging- Non Controlling Interest - 54387;”