Ashland Hospital Corporation

“Royal blue health llc (rbh) is the corporate member of ashland hospital corporation.”

“As the parent organization of the health care system, rbh has certain governance rights with respect to ahc. Those rights include electing or removing ahc's directors and officers.”

“As the parent organization of the health care system, rbh has certain governance rights with respect to ahc. Those rights require certain significant ahc actions to now also be approved by rbh, including, among others, a change of membership or sale of ahc, electing or removing ahc's directors and officers, amending ahc's articles and bylaws, or any bankruptcy, liquidation or dissolution of ahc, including the tax-exempt organization to whom ahc's assets are distributed upon its dissolution. Rbh's board of trustees may identify additional ahc actions that must be approved by rbh in addition to those specifically listed in ahc's articles and bylaws.”

“The 990 will be reviewed by the cfo and controller before it is filed with the irs. The 990 will be kept on file and available for review by board members upon request.”

“Ashland hospital corporation dba king's daughters medical center requires all directors, officers, and key employees to comply with its conflicts of interest policy, which tracks the irs' recommended policy with respect to such officers and directors. Members of the medical center's board of directors must annually identify, in writing, any interest that could give rise to a conflict, such as a leadership position in a conflicting organization; disclosure is not limited to financial conflicts. Leadership employees must annually certify, in writing, that they know our conflicts of interest policy and procedure and have no conflicts of interest. In addition, employees of the medical center certify that no conflicts of interest exist or obtain an advance waiver of any conflicts. The medical center's human resources and corporate compliance department maintains all relevant disclosures and signatures. All employees provide annual conflict checks. If a conflict of interest is reported, the vice president to whom the reporting employee directly or indirectly reports, together with the ceo, corporate compliance officer and general counsel, determines if a conflict exists. If the reporting employee is a vice president, the ceo, in consultation with the general counsel, determines if a conflict exists. Annually, board members disclose personal and professional relationships to the secretary of the board. If a potential conflict exists, the board secretary or a board member will identify the conflict, or potential conflict, and the board member will be removed from any part of the decision-making process, and has no role in the instance in which the conflict exists. A board member who has a conflict of interest must abstain from any relevant discussion or vote. If a conflict of interest is discovered after the fact, the ceo and vice president, together with the general counsel, if appropriate, review the instance in which the conflict occurred. Those leaders determine whether the conflicted individual influenced the decision-making or profited from the conflict. The conflicted individual is removed from any further involvement. In addition, any failure to report conflicts of interest violates the medical center's policy and could result in disciplinary action, up to and including termination of employment or removal from the medical center's board of directors. Medical staff members are required by the medical staff bylaws to disclose conflicts of interest. Once disclosed, the medical staff member is removed from any discussion, decision-making, and/or vote on any related issue.”

“At the direction of the board of directors, kdmc set compensation for the team members and leaders using local, regional and national salary information provided through survey data. The primary objective of king's daughters compensation philosophy is to have compensation and benefits set that reflect other similar independent not for profit healthcare services as well as the work performance of the organization. Mercer, an independent compensation expert, periodically performs a review of executive compensation and benefits. Sullivan cotter, an independent compensation expert, provides annual market survey data for physician compensation and benefits which is used for determation of fair market value.”

“On a quarterly basis, the financial statements are reported to emma (electronic municipal market access) and made available on their website. Governing documents and the conflict of interest policy are available upon request.”

“Change in market value interest rate swap 1,440,007. Forgiveness of intercompany receivables -39,163,516. Donations for capital purchases 444,654.”