Memorial Hermann Community Benefits Corporation

“Memorial Hermann Community Benefit Corporation has as its sole member Memorial Hermann Health System. Both organizations are IRC Section 501(c)(3) non-profit entities.”

“The member has the authority to annually elect the board members of the organization and to terminate and replace them at its discretion.”

“The member has approval authority over the decisions of the board for amendments to the bylaws and articles of incorporation, annual operating and capital budget, the purchase or sale of substantial assets, and the merger or dissolution of the organization.”

“Memorial Hermann Community Benefit Corporation PROVIDES A COPY OF THE FORM 990 TO ALL MEMBERS OF THE GOVERNING BODY VIA A WEBSITE SET UP SPECIFICALLY FOR BOARD MEMBERS TO ACCESS VARIOUS BOARD MEMBER DOCUMENTS. THE FORM 990 IS REVIEWED BY MEMORIAL HERMANN System Tax STAFF, SPECIFIC DEPARTMENTS INVOLVED IN RELATED SECTIONS OF THE RETURN, the Memorial Hermann System Tax Director, the Memorial Hermann vice president of finance, THE MEMORIAL HERMANN CHIEF ACCOUNTING OFFICER, and with the governing board PRIOR TO FILING Form 990.”

“Memorial Hermann Community Benefit Corporation utilizes a conflict of interest survey and has codified its procedure in a policy. The policy is monitored by our Corporate Compliance Department through annual surveys of board members, corporate officers, management level employees, and other selected employees, physicians and vendors for all of its entities and related affiliates. In addition to responding to the survey, each recipient affirms that they have received a copy of the policy, has read and understood it, has agreed to comply with it, and understands that Memorial Hermann is a charitable organization that must engage in primarily tax-exempt purpose activities. The Corporate Compliance Department, Chief Legal Officer and the Corporate Audit Committee, consisting of independent board members, receive a report of all items disclosed. The Audit Committee Chair reports the existence of any conflicts to the Corporate Board of Directors. Memorial Hermann Community Benefit Corporation's conflicts of interest policy requires that Board members excuse themselves from discussions in which they have a conflict of interest. The policy also subjects Board members to disciplinary action if they are found to have violated the policy.”

“Memorial Hermann Community Benefit Corporation (MHCBC) is committed to complying with all applicable laws and regulations. We support the efforts of federal and state authorities in identifying incidents of fraud and/or abuse and we have the necessary policies and procedures in place to prevent, detect, report and correct incidents of fraud and/or abuse in accordance with contractual, regulatory and statutory requirements. Recognizing the complexity of the various federal, state, and local laws regulating health care, MHCBC has adopted a Corporate Compliance Program. This Program is designed to assist the Board, the Health System and its employees, medical staff members, and independent contractors to maintain compliance through responsive educational programs, internal monitoring and reporting mechanisms, and compliance Standards of Conduct. Corporate Compliance is "Doing the Right Thing by following government regulations and the law." The MHCBC Compliance Program includes these 7 elements: A Compliance Officer and Committee; to oversee and advise the Compliance Program Compliance Policies and Procedures; to provide written guidance to help you do your job and demonstrate our commitment to compliance, Compliance Training and Education; to ensure appropriate education on areas of legal and regulatory compliance Auditing and Monitoring; to conduct periodic and ongoing auditing and monitoring of high-risk areas and adherence to policies and procedures Corrective Action; to develop plans to resolve identified issues, prevent them from happening again and avoid the risk of the same or similar issues occurring in other areas, departments or facilities Disciplinary Guidelines: may be necessary to encourage prompt reporting of Compliance concerns; to ensure non-retaliation for reporting concerns and to encourage cooperation with compliance investigations Open Lines of Communication: to establish an open environment for reporting compliance concerns - a hotline is available to all employees to call to report compliance concerns and non-retaliation for reporting a compliance concern in good faith Available 24 hours a day, 7 days a week Anonymous and Confidential Callers making reports in good faith are protected from any form of retaliation or adverse action.”

“The Compensation Committee of the Memorial Hermann Board of Directors retains the ultimate discretionary authority over all elements of executive compensation. The Committee is comprised of individuals who are not employed by Memorial Hermann, and have no conflicting interests. The process for determining compensation for the Organization's CEO and disqualified persons is modeled after the requirements in IRC Section 4958 to establish the presumption of reasonable compensation. The Compensation Committee reviews and approves the total remuneration for the organizations disqualified persons in advance of being paid. On an annual basis, the Compensation Committee engages an independent third-party executive compensation consultant who uses comparable market data from published surveys and/or Forms 990 of similar organizations to perform a competitive analysis and write an opinion letter regarding the competitive position of Memorial Hermanns disqualified persons. The Compensation Committee reviews the comparability data and opinion letter, and documents its discussion and decisions in minutes that are retained with the Organization's other governance materials. The analysis was last performed in 2017 and it included the President & CEO, all Executive Vice Presidents and Senior Vice Presidents of the organization, as well as family members of disqualified persons who are employed by Memorial Hermann.”

“The articles of incorporation, corporate bylaws, conflict of interest policy and financial statements of Memorial Hermann Health System and its affiliates are generally not made available to the public. If the inquirer provided a valid reason for desiring a copy of the documents that are related to the business interests of any of the Memorial Hermann Health System corporate entities, we would consider doing so.”

“In the greater houston area where almost one in four residents are uninsured, memorial hermann, through its subsidiary, the memorial hermann community benefit corporation (mhcbc), implements programs to work with other healthcare providers, government agencies, business leaders and community stakeholders to ensure that all residents of the greater houston area have access to the services they need to improve their quality of life and the overall health of the community. Primary program focii include education on, access to, and provision of primary medical, dental, mental health, and social service support to underserved populations; food as health; and, exercise as medicine. New programs are piloted, and proven programs are replicated in the community. The mission of memorial hermann community benefit corporation is to test and measure innovative solutions that promote good health for the individual, the health system and the community. Community benefit corporation funding tenents include: provision of primary and/or specialty care for the uninsured and underinsured; contribution to the existing infrastructure of non-profit clinics and fqhc's; programs, practices, and policies that affect the health of individuals, families, and communities; commitment to measurement; existence of collaborative partners; programmatic inclusion of health education and literacy; strive towards sustainability. As required by the community health needs assessment-section 501(r)(3)-requirement of the aca, memorial hermann community benefit corporation supports the memorial hermann health system 13 licensed acute, rehab, and surgical hospitals in conducting community needs assessments. The corresponding implementation strategies balance the individuality of the different hospitals with the ststem strategy of collectively supporting community objectives to achieve the necessary alignment and leverage to impact true community change.”

“COMMITTED TO MAKING THE GREATER HOUSTON AREA A HEALTHIER AND MORE VITAL PLACE TO LIVE, MHCBC COLLABORATES WITH OTHERS AS WELL AS CREATES SIGNATURE, EVIDENCE-BASED WAYS TO IMPROVE THE COMMUNITIES WHERE PEOPLE LIVE, WORK, LEARN AND PLAY. MHCBC SUPPORTS THE FOLLOWING INITIATIVES AS WELL AS THOSE STATED AS PROGRAM SERVICE ACTIVITIES #1, #2, AND #3: Children at Risk Operational funding for efforts to conduct a research study on recess policies and implementation in the Greater Houston area; and to develop and publish a report highlighting the state of recess in Houston, recess best practices, and recommendations for recess polices that school districts can implement. E.C.H.O.S. (Epiphany Community Health Outreach) This program helps underwrite the expense of the annual dinner to support operations that provide health and social services to the new immigrants and refugees, primarily living in the Southwest area. Health Disparities, Awareness, Research and Training Consortium The goal of the consortium is to provide a comprehensive understanding of health disparities and to investigate approaches to advancing health equity. Interfaith Community Clinic This program provides operational funding for this private not-for-profit volunteer based health care clinic. Its mission is to provide short-term medical care, dental care, and social service referrals for indigent persons who do not have private health insurance and are not eligible for Medicaid. Opened in 1966, the clinic specifically concentrates on providing services to Montgomery County residents who are not eligible for other programs and have nowhere else to turn. Neighborhood Health Centers Northwest and Northeast The Centers are intended as a medical home for uninsured and underinsured populations. The Centers encourage the appropriate utilization of primary care by being located close to busy emergency rooms, offering extended hours and weekend coverage, keeping costs low, and charging just slightly over costs. Physicians of Sugar Creek Funding of the difference between costs and sliding fee scale payments of care provided by this Memorial Family Practice Residency Training site to the working poor of the area. Population Research This program provides research, development, and implementation of effective approaches that improve the health of the Houston area patient populations through data driven research, interventions, evaluation and community engagement. Present foci are on ER Navigation and obesity programming. Spring Branch Community Health Center This federally qualified health center serves the uninsured and underinsured populations in Spring Branch and West Houston areas. Using the primary care model, SBCHC offers an integrated and comprehensive service delivery system, serving as a medical home for all who seek it. SEVA Clinic This charity clinic, opened in 2017, serves the uninsured and underinsured populations in Pearland. TOMAGWA Ministries, Inc. This program provides support of primary care and education to the working poor not qualifying for public assistance and not earning enough to pay for doctor visits in the Tomball, Magnolia, and Waller areas.”

“Memorial Hermann Health System has independent committees for audits, governance, and compensation which perform their respective functions on a consolidated basis for all corporate entities. The audit committee hires the independent accountants and oversees all audits that are conducted within all affiliated entities for financial information, grants and awards, and qualified plans.”