Ochsner Clinic Foundation

“The articles of incorporation provide that no action of the board may be resolved unless a majority of the independent directors present approve the matter. Thus, even in situations where there is not an absolute majority of independent directors in office, those independent directors in office control ochsner clinic foundation's activities. The following actions require the majority approval of total members of the senior physician class, regardless of the number of senior physician class members actually voting: 1) amendments to the articles which affect the rights of senior physicians; 2) any change in the total number of directors, community directors, or senior physician directors; 3) the status of the ceo as a member of the board; and 4) changes to the supermajority requirements, which call for approval by two-thirds of the entire board for certain actions to be considered approved.”

“Mr. Suquet, mr. Hines, and mrs. Mestayer - business relationship mr. Hines and mr. Lecorgne - business relationship”

“One or more members of senior management review the return. The return is also reviewed by ernst & young us, llp, the company's tax advisors. A copy of the return is then provided to each member of the board of directors electronically and comments are solicited from the entire board.”

“Officers, directors, trustees, and key employees of ochsner clinic foundation and its subsidiaries and affiliates are required to complete a conflict of interest disclosure form annually, within 40 days of becoming an employee, or if an individual has a change in business circumstances not previously disclosed. The conflict of interest team reviews disclosures and determines whether risk mitigating action is necessary or if the disclosure needs to be reviewed by the conflict of interest steering committee. The conflict of interest steering committee will make mitigation recommendations, including, but not limited to, recusal in decision making, divestiture and termination of business relationships. Ochsner clinic foundation requires annual certification that the relationships disclosed during a preceding calendar year are complete and accurate. In addition, employees that do not fall within the scope of the conflict of interest disclosure policy complete new hire or risk-based conflict of interest training in alignment with the conflict of interest policy.”

“15a - process to establish compensation of top management official: all ceo and officer compensation and benefits arrangements, including salary and bonus incentive plans, are reviewed and approved by the executive and senior physician compensation committee of the board of directors (compensation committee). No substantive change to the compensation or benefits packages is made until committee approval is granted in accordance with intermediate sanctions guidelines. The compensation committee is without conflicts of interest and uses an independent external consultant. Appropriate data is applied to determine the comparability of fair market value pay and all actions are appropriately documented. In order to meet the requirements of the irs intermediate sanctions regulations, the compensation committee identified the "disqualified individuals" that are in a position to exercise substantial influence over the company's operations. These individuals are the members of the executive officers committee (eoc), regional medical directors, physician board members and section heads for key departments. For disqualified individuals, the compensation review also includes the cost of benefits such as the company portion of medical and dental benefits, malpractice insurance, payments for 401k matching and pension payments. 15b - process to establish compensation of other officers or key employees: pt vi ln 15a describes the compensation process for many of the officers, key employees, and sr physician board members. A different review process is used for physicians. Annually, the physician compensation department reviews the compensation of each employed physician. This review includes a comparison of physician salaries against national survey data for their specialty. The physician compensation department compiles the compensation data for each physician including base salary, stipends, on-call pay, etc. Each physician's compensation as well as the total work relative value units (rvus) are compared to the survey data. Compensation for other non-officer and non-physician key employees is reviewed by senior executives who take market value research and benchmarking into consideration when determining compensation levels. Management jobs are assigned to pay ranges where the midpoint is aligned to the 50th percentile of salary survey data. Upon hire, management salaries are based upon applicable skills and experience relevant to the job and pay range. Merit increases are awarded annually thereafter based upon performance. Off-cycle adjustments may be provided due to market movement to ensure alignment with the competitive market.”

“All governing documents, financial statements, and forms 990 and 990-t are available upon written request to the chief financial officer of ochsner clinic foundation. The conflict of interest policy is available upon written request to the audit services department of ochsner clinic foundation. Financial statements for ochsner clinic foundation are made available to the public quarterly via www.dacbond.com.”

“There are document retention policies for various departments, though a single document retention policy applicable to the system as a whole does not exist.”

“When the organization evaluates its participation in a joint venture, the transactions are handled carefully to ensure that the organization's tax-exempt status is intact with regard to the arrangement and to ensure tax compliance. The operations of the joint venture are carefully reviewed by management and legal counsel, and the transaction is not entered into unless it is a reflection of the organization's tax-exempt purpose.”

“Compensation from integrated health system: the amount of time shown for each as "average hours per week devoted to position" consists primarily of his/her time spent on his/her role with ochsner clinic foundation. In reality, his/her time is spent on fulfilling responsibilities through their roles with the related organization and/or across all other organizations in the integrated health system, and may be more evenly distributed. Those directors listed as "board member/senior physician" are compensated due to their role as an employee of a member of the integrated health system. The compensation of community directors that is reported may consist of a stipend or other compensation for their service to ochsner as board members. It also consists of ochsner's payments (either directly or as reimbursement) of expenses incurred for meeting or travel expenses for the board in which the reimbursement has been determined to be taxable income.”

“Alton ochsner medical foundation eat fit eat fit nola golden opportunity innovation ochsner io king cake festival o baby o bar ochsner ochsner center for primary care and wellness ochsner clinic ochsner community connect ochsner community hospitals ochsner fitness center ochsner foundation hospital ochsner health ochsner health center ochsner health system ochsner health systems ochsner hospital for children ochsner hospital for orthopedics & sports medicine ochsner medical center ochsner baptist - a campus of ochsner medical center ochsner medical center - elmwood campus ochsner medical center - west bank campus ochsner medical center - baton rouge ochsner medical center - hancock ochsner medical center - north shore ochsner outpatient surgery suite ochsner st. Anne general hospital ochsner st. Mary ochsner therapy & wellness s3p y2kids”

“Grants/contributions/fundraising included in restricted net assets -50,648,117. Change in net assets for subsidiaries -16,789,865. Net assets released for capital acquisition 17,555,553. Pension-related changes other than net periodic pension costs 27,084,672. Other changes in net assets - other -22,124,198. Investment gains (losses) included in restricted net assets 20,959,587. Restricted fund transfer 10,416,823. Release of tax asset reserve 2,415,461.”

“The process regarding the committee responsible for the audit, review, or compilation of the organization's financial statements and selection of an independent accountant has not changed from the prior year.”