Virginia Hall Nursing Home

“The sole member of this corporation is willis-knighton medical center, a non-profit corporation, domiciled in caddo parish, louisiana.”

“Members are appointed and elected by a vote of two-thirds (2/3) of the members of the corporation, and the corporation members shall determine the term of office of each member who is appointed or elected to the board of trustees.”

“The nursing home's cpa firm prepares the form 990 with the assistance of several of the nursing home's employees. The form 990 is then reviewed by medical center's president. After this review, a complete copy of the form 990 is provided to each member of the board of trustees, and the president and cpa firm review and discuss the form 990 with the trustees before the form 990 is filed.”

“The conflicts of interest policy covers all "interested persons." an "interested person" is defined as any trustee, principal officer, or member of a committee with board designated powers who has a direct or indirect financial interest in an entity with which the corporation has a transaction or arrangement; or a compensation arrangement with the corporation or with any entity or individual with which the corporation has a transaction or arrangement; or a potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the corporation is negotiating a transaction or arrangement. Interested persons have a duty to disclose any actual or possible conflicts of interest and all material facts related to the proposed transaction or arrangement to the trustees and members of committees with board designated powers. The interested person is allowed to make a presentation at the board or committee meeting, but after such presentation the interested person shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement that results in the conflict of interest. If the board or committee believes a member has violated the conflicts of interest policy, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure. If the board or committee determines that the member has, in fact, failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action. Periodic reviews are conducted which, at a minimum, include the following subjects: 1. Whether compensation arrangements and benefits are reasonable and are the result of arm's-length bargaining. 2. Whether acquisitions of goods or services and other provider services results in inurement or impermissible private benefit. 3. Whether partnership and joint venture arrangements and arrangements with management service organizations and physician hospital organizations conform to written policies, are properly recorded, reflect reasonable payments for goods and services, further the corporation's charitable purposes and do not result in inurement or impermissible private benefit. 4. Whether agreements to provide health care and agreements with other health care providers, employees, and third party payors further the corporation's charitable purposes and do not result in inurement or impermissible private benefit.”

“The executive compensation committee of the board of trustees determines the compensation of the ceo of the medical center. A second compensation committee determines the compensation of other officers and key employees. The compensation committees study data from independent salary surveys (such as "manager and executive compensation in hospitals and health systems," which is an annual survey prepared by sullivan cotter) to understand compensation paid to similarly qualified individuals in comparable positions at similarly situated organizations. The compensation committees also compile data from other tax-exempt health systems of similar size and complexity and use that information as comparative compensation. The committees use the information from these sources as benchmarks in determining officer and key employee compensation. The committees also consider other factors in determining officer and key employee compensation, such as length of employment and their responsibilities. The executive compensation committee periodically hires independent consultants for analysis of the compensation of the medical center's ceo. The committees maintain contemporaneous documentation of the basis for their decisions regarding compensation arrangements.”

“The governing documents are available on its website: www.wkprogressivecare.com. The consolidated financial statements are available on the following website: http://www.emma.msrb.org.”