John Muir Physician Network

“John muir physician network board member john zuorski md is president of john muir medical group and ravi hundal md is the chief financial officer of john muir medical group. John muir physician network board members william hoddick md and kenneth bowers md are also board members and president and vice president respectively of muir medical group ipa, inc. Thomas rundall (jmbh vice chair and director) is a board member of on lok, inc., a not for profit community organization which employs robert edmondson (jmh director) as ceo.”

“To streamline governance and provide jmh board members with insight into the health care activities throughout the health system, jmpn's bylaws were updated as of october 1, 2013 to create a "mirrored" structure to jmh. Jmh remains the sole corporate member of jmpn. A.corporate purposes. Jmpn's exempt purposes were updated to include supporting the purposes of jmh (section 2.1). Conforming changes were made to jmpn's articles of incorporation. B.board composition. The composition of the jmpn board was restructured to generally "mirror" that of the jmh board, that is, each member of the jmpn board serves ex officio in the same capacity as that individual serves on the jmh board. The one exception is that the jmpn president and chief administrative officer also serves ex officio as a non-voting member of the jmpn board. Previously, the jmpn bylaws had provided that the ipa and jmmg had the right to select four of the 12 voting members of the jmpn board. C.committee membership. New committees were added in the jmpn bylaws, including the executive committee, finance committee, governance committee, compensation committee and audit and compliance committee, each with the same membership as the corresponding jmh committee, except that the jmpn audit and compliance committee chair is a non-voting member of the jmpn finance committee, rather than a voting member. D.network advisory council. This council, which had been composed of jmh administrators and jmmg and ipa physicians, was removed from the bylaws. E.physician strategic council. A new advisory council, the physician strategic council (psc), was developed as a "special committee" under section 5.3(b) of the jmpn bylaws. The scope, composition, and authority of this council was included in a charter adopted by the jmpn board as of september 1, 2013. The psc was developed to advise the jmpn board and provide counsel and guidance to jmpn management regarding an initial scope of projects, including physician recruitment, the development of "citizenship" guidelines for clinical integration, patient experience and other projects in which physicians bring unique value and expertise. F. Officers. The president/ceo title was replaced with the president/chief administrative officer title. Except for the president/chief administrative officer, the officers of jmpn serve ex officio in the same capacity as they serve with jmh. The jmh bylaw amendments made in 2013 that were "mirrored" in the jmpn bylaws include 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 physician network, and, in such capacity, has the right to appoint and approve the appointment of directors of john muir physician network, as well as the right to approve certain significant corporate actions (as described in schedule o).”

“Refer to form 990, part vi, section a, line 6.”

“John muir health, as the sole corporate member of john muir physician network, 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 physician network, the sale of all or substantially all of the assets of john muir physician network, and the merger of john muir physician network 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 his 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 the john muir physician network 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 form required to be completed and signed. Following distribution of the policy, john muir health general counsel ("general counsel") provides an educational session relating to board member fiduciary duties and 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, the chief executive officer and the general counsel. Together, these individuals monitor any potential conflicts and the general counsel attends board meetings to ensure compliance. Transactions involving a potential conflict are reviewed and approved in advance by counsel, the board governance committee and the board. The policy also requires board members to disclose any potential conflicts arising during the year.”

“Compensation for the president/chief administrative officer and key employees is established annually by the board of directors. The board of directors 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 board of directors 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. Compensation for the chief financial officer is established annually by the compensation committee of john muir health.”

“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 physician network and other subsidiaries. Requests for the provision of john muir physician network's governing documents and conflict of interest policy are directed to the general counsel for the appropriate response.”

“Professional fees: program service expenses 45,972,935. Management and general expenses 3,580,648. Fundraising expenses 0. Total expenses 49,553,583.”