John Muir Behavioral Health

“Thomas rundall (jmbh secretary and director) is a board member of on lok, inc., a not-for-profit community organization which employs robert edmondson (jmbh director) as ceo.”

“To streamline governance and provide jmh board members with insight into the health care activities throughout the health system, jmbh's bylaws were updated as of october 1, 2013 to create a "mirrored" structure to that of jmh. Jmh remains the sole corporate member of jmbh. A. Corporate purposes. Jmbh's exempt purposes were updated to include supporting the purposes of jmh (section 2.1). Conforming changes were made to jmbh's articles of incorporation filed with the california secretary of state on october 8, 2013. B. Committee membership. The membership of the jmbh credentialing subcommittee was updated to be the same as the corresponding jmh committee. C. Officers. The officers of jmbh serve ex officio in the same capacity as they serve with jmh. The jmh bylaw amendments made in 2013 that were "mirrored" in the jmbh bylaws include reference to the following: a. Board composition. The board size remained the same, including the ceo as a voting member. The number of voting members was changed to include 8 community members and 6 physicians (previously, 10 community members and 4 physicians). Until january 1, 2018, muir medical group ipa (ipa) will recommend four of the physician voting members of the board and john muir medical group (jmmg) will recommend two. The bylaws provide that these recommendations are subject to approval by the jmh board. B. Director compensation. The bylaws permit (but do not require) compensation of voting board members and committee members.”

“John muir health is the sole corporate member of john muir behavioral health, and the voting and non-voting members of the board of directors of john muir health shall serve ex-officio as the voting and non-voting members of the board of directors of john muir behavioral health (as described in schedule o).”

“Refer to schedule o, part vi, section a, line 6”

“The bylaws of john muir behavioral health provide that the voting and non-voting members of the board of directors of john muir health, the sole corporate member of john muir behavioral health, shall serve ex-officio as the voting and non-voting members of the board of directors of john muir behavioral health. As a result, the board of directors of john muir health controls the number, appointment, term and removal of the members of the board of directors of john muir behavioral health. John muir health, as the sole corporate member of john muir behavioral health, also has the right to approve certain actions in accordance with the california nonprofit public benefit corporation law, including the voluntary dissolution of john muir behavioral health, the sale of all or substantially all of the assets of john muir behavioral health, and the merger of john muir behavioral health with or into any other entity.”

“The completed form 990 is provided to the board of directors sufficiently in advance of the filing deadline to enable a detailed and conscientious review by all members. An overview of the form 990, with sufficient detail, is presented to the board with the completed form 990. All questions and concerns of the board of directors will be addressed by the chief financial officer or their designee and incorporated into the form 990 as appropriate. After all of the input from the board of directors has been appropriately addressed, senior management of john muir behavioral health will file the final form 990 as required.”

“Annually, the conflict of interest policy is distributed to board members, along with a conflict of interest disclosure statement required to be completed and signed. Following distribution of the policy and disclosure statement, the john muir health general counsel ("general counsel") provides an educational session to the board relating to board member conflicts of interest covering, among other things, required disclosures and the process for approval of transactions involving a potential conflict. Disclosed conflicts are compiled in a document and reviewed by the board chair, chief executive officer and general counsel. Together, these individuals monitor any potential conflicts and the general counsel attends board meetings to ensure compliance with the policy. Transactions involving a potential conflict are reviewed and approved in advance by counsel, a board governance committee and the board. The policy also requires board members to disclose any potential conflicts during the year.”

“Compensation for the chief operating officer, other officers and key employees are established annually by the compensation committee. The compensation committee utilizes an outside consultant who is a compensation expert. The outside consultant provides market data for each individual based upon their level of responsibilities and that data is used by the compensation committee to establish the annual compensation package for each individual. It is the philosophy of the organization to establish a compensation package for each individual that reflects the median of the market as established by the outside consultant.”

“John muir health provides financial information on a quarterly basis through various bond disclosure databases. This financial information is available for john muir health on a consolidated and consolidating basis, including john muir behavioral health and other subsidiaries. Requests for the provision of john muir behavioral health governing documents and conflict of interest policy are directed to the general counsel for the appropriate response.”