Tennessee Hospital Education And

“Therf is a solely owned subsidiary of the tennessee hospital association(tha) and is governed by tha's board. While therf may not have a membership base, tha does. Tha has a hospital membership base of approximately 160 member hospitals and hundreds of corporate and personal.”

“As contained within tha bylaws, the house of delegates meets annually to elect tha directors and officers. The house of delegates is composed of one voting representative from each institutional member.”

“The tax return is reviewed by the ceo and cfo.”

“As a subsidiary of tha, therf is governed by tha policies and procedures. Within tha policies, there is a very comprehensive code of business conduct that addresses conflict of interest and other standards of conduct. It is tha's policy that conflicts of interest be reported at any time a conflict presents itself, not just annually. "it is the policy of tha to avoid conflicts of interest in appearance and in fact. If an individual believes a conflict of interest exists, it must be disclosed to tha. If an employee, disclosure shall be made to his/her supervisor. If a director, disclosure shall be made to the tha board of directors. All other potential conflicts of interest shall be disclosed to tha's coo. "enforcement of the policy is best stated by the policy itself which reads: "in the event a legal or ethical violation does occur, violators should expect disciplinary action up to and including termination, if an employee; removal, suspension or rescission, if a director or member; fines, civil and criminal prosecution, and/or imprisonment."”

“Ceo position - tha's ceo serves as the ceo to therf as well, but on a volunteer basis. Although none of the ceo's compensation is charged to therf, below is an outline of the process by which the ceo's compensation package is developed: tha bylaws establish a compensation committee which determines ceo compensation. The committee has adopted a formal compensation philosophy and relies on the results of an annual ceo performance evaluation as well as an annual compensation analysis conducted by an outside consultant. The primary data set utilized for compensation comparison is derived from other state hospital associations that are similar in size and scope of operations. No committee members have conflicts of interest as defined in this section. Minutes are maintained of all committee meetings and the committee reports the outcome of the annual ceo compensation review to the executive committee of the tha board in executive session. Tha contracts with an independent consultant to provide comparative compensation data for all other positions with the association including officers and key employees. The primary data set utilized for compensation comparison is data derived from other state hospital associations. The analysis includes an attempt to match each position to comparable positions in other associations and to establish salary grades and market medians. This analysis along with other pertinent information such as evaluation of individual performance, recognition of any unique aspects of a position and/or significant changes in job responsibilities is used by the ceo and/or coo to guide compensation decisions which are documented and tracked through tha's hr and payroll systems.”

“The therf bylaws, code of business conduct, and financial statements are all available to the public upon request.”

“Consulting: program service expenses 329,762. Management and general expenses 0. Fundraising expenses 0. Total expenses 329,762.”