Spectrum Health System Group Return

“Daniel wassenhove and melinda gruber have a business relationship as they serve as an officer or director of blue star professional building condominium association, a related taxable entity. Christina freese decker, darryl elmouchi md, and matthew cox have a business relationship as they serve as an officer or director of corewell health indemnity company, ltd, a related taxable entity. Ashok jain md and darryl elmouchi md have a business relationship as they serve as an officer or director of corewell health physicians insurance company, a related taxable entity. Heather lallo, lowell hamel md, and natalie baggio have a business relationship as they serve as an officer or director of lakeland care, inc., a related taxable entity. Debra johnson, heather lallo, and melinda gruber have a business relationship as they serve as an officer or director of lakeland health enterprises, inc., a related taxable entity. Heather lallo and melinda gruber have a business relationship as they serve as an officer or director of lakeland medical practices, a related taxable entity. Christina freese decker, matthew cox, and praveen thadani have a business relationship as they serve as an officer or director of priority health managed benefits, inc., a related taxable entity. Alejandro quiroga chand md and joshua kooistra do have a business relationship as they serve as an officer or director of spectrum health physician alliance, a related taxable entity. Alejandro quiroga chand md and cara jansma have a business relationship as they serve as an officer or director of wmhtc, a related taxable entity. Ashok jain md, christopher flores, and costa andreou md, have a business relationship as they serve as an officer or director of oakwood accountable care organization, llc, a related taxable entity. Loren hamel md and lowell hamel md have a family relationship.”

“Beaumont health amended & restated bylaws effective date: 12/9/2024 4.1 amends list of standing committees to match proposed. Amends to have chairperson appointing committee members. Amends to have charters conform to standards adopted by the governance committee of the system board, which may not be amended in a nonconforming way without approval thereof. 4.2-4.8 conforms committees to match new charter the following corewell health west organizations amended & restated bylaws: spectrum health hospitals mecosta county medical center memorial medical center of west michigan newaygo county general hospital association pennock hospital reed city hospital corporaon spectrum health continuing care spectrum health kelsey spectrum health primary care partners spectrum health united zeeland community hospital effective date: 12/9/2024 7.1 amends list of standing committees to match proposed. 7.2 amends to have charters conform to standards adopted by the governance committee of the system board, which may not be amended in a nonconforming way without approval thereof. Lakeland regional health system amended & restated bylaws effective date: 12/9/2024 6.1 amends list of standing committees to match proposed. Amends conforming charters to standards adopted by the governance committee of the system board, which may not be amended in a nonconforming way without approval thereof. 6.2 strikes ex-officio board membership for president & chair 6.3-6.7 conforms committees to match new charter”

“Corewell health, a michigan nonprofit corporation, is the ultimate sole member for all of the subordinates included in the group filing.”

“Corewell health, the ultimate sole member for all of the subordinates included in the group filing, appoints the members of the board for each respective organization.”

“Corewell health, as the sole member for all of the supported organizations included in the group filing, has retained certain reserved powers in the organization exclusively, which shall not be deemed authorized unless and until approved by the sole member: -amendment of the articles of incorporation or bylaws of the supported organization; -election and/or removal of the members of the supported organization's board of directors; -election and/or removal of the supported organization's chairperson of the board of directors; -hiring, discharge, and evaluation of the supported organization's president; -adoption of the supported organization's strategic plan; -adoption of the supported organization's annual operating and capital budgets and any amendments to such budgets in excess of the authority matrix amount; -all capital expenditures by the supported organization in excess of the amount which would require approval by the supporting organization (the "authority matrix amount"); -all borrowings or guarantees of indebtedness by the supported organization (or any entity controlled by the supported organization through ownership or membership interest); -all lending by the supported organization (or any subsidiary) to persons other than the supporting organization or a subsidiary in excess of the authority matrix amount; -the supported organization's or any subsidiary's investments of cash and/or reserves, whether on an individual basis or as part of a pooled investment strategy; -any merger or consolidation of the supported organization (or any subsidiary), or any other change in ownership percentages, control, or capital structure; -the creation of any entity controlled, directly or indirectly, by the supported organization -the sale or transfer of more than ten percent (10%) of the assets of the supported organization (or any subsidiary) to any person or entity not controlled by the supporting organization; -dissolution of the supported organization or any subsidiary; -the selection, retention, and oversight of the outside auditors for the supported organization (or any subsidiary); and -any other approval for which supporting organization approval is required by law. In addition to these reserved powers of the supporting organization listed above, the supporting organization has the authority to adopt system-wide policies and procedures.”

“The form 990 is prepared by corewell health corporate tax department. It is reviewed by the corporate tax manager, the director of tax, and the vp of tax. A second review is performed by an external cpa firm with expertise in tax-exempt tax return preparation. It is then reviewed by the organization's finance and legal departments. A copy of the form 990 is provided to each member of the central organization governing body. All questions are addressed prior to filing the form 990.”

“1. Conflicts of interest must be disclosed, via an annual electronic disclosure process and verbally at each board and board committee meeting as part of the declaration of conflict of interest prior to discussion of any agenda items. 2. A person having a financial interest in a proposed transaction or arrangement may make a presentation at a meeting of the board or committee which is considering that transaction or arrangement, but after that presentation he/she shall leave the meeting before discussion and voting on that proposed transaction or arrangement. The person having the financial interest shall not be counted in determining whether a quorum is present. 3. The chairperson of the board or the committee chair shall, if appropriate, appoint a disinterested person or committee (including outside advisors) to investigate alternatives to the proposed transaction or arrangement, and to advise whether the proposed transaction or arrangement is in the organization's best interest. 4. The board or committee shall exercise due diligence to determine whether the organization can, with reasonable efforts, obtain a more advantageous transaction or arrangement that would not give rise to a conflict of interest. 5. If a more advantageous transaction or arrangement is not reasonably attainable under circumstances that would not give rise to a conflict of interest, the board or committee shall determine by a majority vote of the disinterested directors and members whether the proposed transaction or arrangement is in the organization's best interest and for its own benefit and whether the transaction is fair and reasonable to the organization, and shall make its decision as to whether to enter into the transaction or arrangement in conformity with such determination. 6. The minutes of the meetings of the board and all of the organization's committees shall set forth: a) the names of the persons who disclosed a financial interest in a proposed transaction or arrangement involving the organization or any of its subsidiaries and the nature of the financial interest; and b) the names of the persons who were present for discussions and votes relating to such transaction or arrangement, including any discussion of alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with that matter. The votes of individual members need not be recorded unless otherwise directed by the board of directors or committee. 7. There is an ongoing requirement that members of the board and board committees update their annual disclosure questionnaire at any point during his/her tenure on the board of directors when a new potential conflict of interest arises. Management 1. Upon acceptance of an employment offer, each member of management (directors and above) completes a conflict-of-interest disclosure questionnaire. A copy of the member of management's disclosure questionnaire is sent to the organization's system compliance department. A copy of the member of management's disclosure is reviewed by the organization's compliance operations analyst and escalated to the appropriate executive leadership team, if necessary. 2. Annually, each member of management (directors and above) completes an annual conflict of interest disclosure questionnaire electronically. If there is an affirmative disclosure, the questionnaire is reviewed by the appropriate executive leadership team. 3. There is an ongoing requirement to update the disclosure questionnaire when a new potential conflict of interest arises. Updated disclosures follow the same process as initial disclosures described above. 4. The compliance officer, in consultation with executive management, determines how reported conflicts should be managed. Management of a conflict may take a variety of different forms from implementation of a management plan to requiring that the member of management cease the activity creating the conflict or, in extreme cases, leave the orga”

“The organization's articles of incorporation have been provided to the state of michigan and are available to the public on the state's website. The organization's bylaws and internal policies are generally not made available to the public. Audited consolidated financial statements are attached to this tax return.”

“As noted in their titles, certain individuals reported on the corewell health group return are current officers or key employees of one or more of the subordinates. The individuals listed below are also former officers or key employees of one or more of the group entities. Chad tuttle: spectrum health - leffingwell avenue: director/president spectrum health continuing care: former officer spectrum health continuing care center, inc.: director/president spectrum health hospitals: former officer spectrum health worth services: director/president visiting nurse services of western michigan: director/president darryl elmouchi md: beaumont health: director py/president py botsford general hospital: director py/president py lakeland hospitals at niles and st. Joseph, inc.: director py lakeland regional health system: director py mecosta county medical center: former officer memorial medical center of west michigan: former officer newaygo county general hospital association: former officer oakwood healthcare, inc. : director py/president py oakwood united hospitals, inc. : director py/president py pennock hospital: former officer reed city hospital corporation: former officer spectrum health continuing care: former officer spectrum health hospitals: former officer spectrum health kelsey: former officer spectrum health primary care partners: former officer spectrum health united: former officer william beaumont hospital: director py/president py zeeland community hospital: former officer karen pakkala: botsford continuing care corporation: director/president/secretary oakwood health promotions, inc.: director/president/secretary spectrum health - leffingwell avenue: director/treasurer/secretary spectrum health continuing care: former officer spectrum health continuing care center, inc.: director/treasurer/secretary spectrum health worth services: director/treasurer/secretary visiting nurse services of western michigan: director/treasurer/secretary lowell hamel md: lakeland community hospital, watervliet: director py lakeland hospitals at niles and st. Joseph, inc.: former officer lakeland regional health system: former officer nancy susick: beaumont medical group-hospital-based services: director/secretary beaumont medical group-primary care services: director/secretary beaumont medical group-specialty services: director/secretary william beaumont hospital: former key employee paolo marciano md: beaumont medical group-hospital-based services: director/president beaumont medical group-primary care services: director/president beaumont medical group-specialty services: director/president oakwood healthcare, inc.: former key employee”

“Shared services: program service expenses 1,248,730,537. Management and general expenses 212,235,658. Fundraising expenses 256,270. Total expenses 1,461,222,465. Clinical purchased services: program service expenses 248,751,745. Management and general expenses 26,738,367. Fundraising expenses 1,820. Total expenses 275,491,932. Nonclinical purchased services: program service expenses 123,917,441. Management and general expenses 18,563,536. Fundraising expenses 56. Total expenses 142,481,033. Collection agency fees: program service expenses 225,840. Management and general expenses 0. Fundraising expenses 0. Total expenses 225,840.”

“Transfers to affiliates from foundations 7,858,304. Net investment activity from restricted net assets 2,795,926. Transfers of funds to affiliates -166,355,793. Minimum pension liability 68,333,709. Assets released from restrictions -848,388. Fasb asc 958-605 261,098. Change in net assets held by foundations 34,550,414. Investment income from donor restricted net assets -903,388.”

“No change in oversight from prior year.”