Kentuckyone Health Medical Group Inc

“According to the bylaws of kentuckyone health medical group, inc., the entity's sole member is kentuckyone health inc., a kentucky nonprofit corporation (the "corporate member").”

“According to the organization's bylaws, directors shall be appointed or refused by the corporate member. The corporate member may appoint one or more individuals to the board of directors, and may at any time remove, with or without cause, any member of the board of directors. According to the organization's bylaws, directors of the corporation shall be appointed by the corporate member no later than may 31 of each year. The names and qualifications of each individual accepted by the board of directors shall be submitted to the corporate member, who shall appoint or refuse each nominee in accordance with the corporate member's bylaws and with endorsement of the chief executive officer. The corporate member may unilaterally appoint one or more individuals to the board of directors should the board fail to furnish the corporate member with a list of individuals qualified to serve on the board of directors of the corporation.”

“The corporate member shall have the right to approve any of the actions set forth below: (a) any change in the mission or philosophy of the corporation; (b) any amendment to the articles of incorporation or the bylaws of the corporation; (c) the removal, with or without cause, of any member of the board of directors of the corporation; (d) the incurrence of debt, including without limitation, borrowings, guarantees, loans, encumbrances, operating leases, and capital leases, in excess of thresholds and within the limits established from time to time by the corporate member; (e) any joint venture to which the corporation is a party; (f) the creation of a new corporation, partnership or limited liability company by the corporation; (g) any merger or consolidation to which the corporation is a party; (h) dissolution or liquidation of, or the sale or disposition of all or substantially all of, the assets of the corporation; (i) the adoption of long range and strategic plans; (j) the adoption of operating and capital budgets and amendments thereto; and, (k) any variations from previously approved operating and/or capital budgets, in excess of thresholds established by the corporate member. 4.4.2 in addition, the corporate member shall have the power to transfer assets of the corporation or to require the corporation to transfer assets to the corporate member, to the extent necessary to accomplish the corporate member's goals and objectives, and to provide for the payment of all indebtedness of the corporate member or an entity controlled by, controlling, or under common control with the corporate member (for purposes of this section, a "corporate member affiliate"), issued or incurred by or on behalf of the corporate member or a corporate member affiliate in furtherance of the corporate member's goals and objectives. The corporation shall not be required to violate its charitable purposes, the terms of any restricted gifts, or the covenants of its debt instruments as a result of any asset transfers made or directed by the corporate member. Except for transfers previously approved by the corporate member, either individually or as part of the chi healthcare system budget process, and except for transfers to an affiliate or subsidiary of the corporation, the corporation shall not transfer assets to entities other than the corporate member or corporate member affiliates without the approval of the corporate member.”

“Once the return is prepared, the return is reviewed by the kentuckyone medical group executives and the kentuckyone health, inc. Finance executives. Subsequent to the review, the tax department files the return with the appropriate federal and state agencies, making any non-substantive changes necessary to effect e-filing.”

“The organization has a conflicts of interest ("coi") policy (the "policy") in place to protect the interests of commonspirit health ("commonspirit") in circumstances that may result in a conflict between personal interests of a person and the interests of the organization and those it serves. Commonspirit's coi policy applies to commonspirit, its direct affiliates and subsidiaries and any related entity the governing documents of which require the entity to comply with commonspirit policy (collectively the "system entities"). The following persons are required to disclose actual or potential conflicts of interest at least annually (via a formal system-administered survey) if the person's affiliation with commonspirit continues: - members of corporate and community boards of system entities - members of committees of corporate and community boards of system entities - members of the executive leadership team ("elt") of commonspirit - corporate officers of system entities - employed physicians and advanced practice providers - key employees and highest compensated employees as specified by the internal revenue service for form 990 purposes who are not otherwise included in the categories above - employees of system entities at the vice president level and above - all individuals engaged in research at institutions owned or operated by a system entity - select employees as determined from time to time by leadership disclosure, review, and management of perceived, potential, or actual conflicts of interest are accomplished through a defined coi disclosure review process. Each person is required to promptly and fully disclose any situation or circumstance that may create a conflict of interest as soon as she/he becomes aware of it. In addition, at the inception of an individual's relationship with commonspirit (e.g. Hiring, board appointment), and for certain positions, annually thereafter, written conflict of interest disclosure forms must be completed. A failure to disclose may result in disciplinary or corrective actions. Reported potential or actual conflicts of interest are initially reviewed by legal, corporate responsibility or research integrity staff. If necessary, a conflict of interest management plan is developed, which plan shall be subject to acceptance by the appropriate direct manager, supervisor, medical staff office, board or board committee (for board, board committee, elt or corporate officer conflicts), or other appropriate individual or body. Once accepted, the conflict of interest management plan is communicated to the person with the actual or potential conflict and the individual must conduct themselves in conformity with the plan. In the event that a transactional conflict interest arises in connection with a system entity board meeting, the conflicted individual must disclose that conflict prior to or at the beginning of the meeting in which the matter is to be considered. The conflicted individual is excluded from voting on the transaction and is prohibited from using personal influence with respect to the matter, but is not prohibited from providing input if requested to do so.”

“Line 15a commonspirit's board of stewardship trustees appoints a human resources and compensation committee, comprised exclusively of independent directors, who are accountable for setting reasonable compensation practices for certain executives within organization. The human resources and compensation committee approves, consistent with the organization's philosophy and principles, the annual performance goals and criteria to be in determining variable compensation. The human resources and compensation committee also engages an independent consultant and financial legal counsel to validate the organization's benchmarking approach and reasonableness of the total compensation and benefits packages for certain executives. Appropriate comparable data is obtained by the commonspirit health compensation department from independent third-party salary surveys, (e.g., total economic benefits paid by similarly situated organizations, both taxable and tax-exempt, for similar job responsibilities) for all other staff and leadership roles. Line 15b process to establish compensation of other officers or key employees commonspirit's physician compensation services group (pcsg) is responsible for developing commonspirit's physician compensation guidelines (guidelines). The guidelines include: - general provider compensation considerations - recommended practices in provider compensation - documenting fair market value and when an external fair market value opinion is required - documenting when a compliance review or other reviews are necessary - provider work productivity parameters and expectations in addition, the guidelines include standard physician transaction parameters (parameters) that define criteria for standard physician transactions. The approval process required for a physician transaction will depend on whether the physician transaction fits within these parameters. A corporate responsibility program contracts administration team member (crp cat) will conduct the initial review of a physician transaction. The crp cat review includes, but is not limited to, the need for the arrangement, all remuneration involved, the compensation structure of the arrangement, and any documentation of fair market value and commercial reasonableness (when required under the guidelines). The crp cat shall also determine if the physician transaction is a standard transaction (fits entirely within the parameters) or a non-standard transaction requiring review by the physician transaction advisory group (ptag). If required, the purpose of ptag review shall be to evaluate whether compensation to be paid by the commonspirit entity to the physician under the transaction is supported by documentation of fair market value and commercial reasonableness that satisfies the requirements of applicable commonspirit policies and to identify whether further compliance review is required. Acquiring fair market value and commercial reasonableness opinions from external, third-party valuation firms is encouraged in appropriate situations. In some situations, ptag requires external opinions. The value of the contract governs approval authority level. Approval by the svp of operations and the commonspirit health chief operating officer, for example, may be required when appropriate. All physician contracts, whether standard physician transactions or non-standard physician transactions, must be reviewed by the crp cat upon renewal and at least every three years, unless an earlier review is specified by the ptag when the physician transaction is initially entered.”

“The organization's financial statements, conflict of interest policy and governing documents are available to the public upon request. The organization's financial statements are included in commonspirit health's consolidated audited financial statements that are available at www.commonspirit.org.”

“Payments to vendors for entities that are part of commonspirit health are made by commonspirit health. Therefore, no forms 1099 are issued by kentuckyone health medical group, inc. Commonspirit health files the forms 1099 and complies with the backup withholding rules for reportable payments to vendors and game winnings. The forms 1099 issued on behalf of kentuckyone health medical group, inc are reported to the irs.”

“Transfers to affiliates -14,996,679. Returned grants 119.”