Memorial Hermann Health System

“The Corporation is a non-profit corporation existing under the Texas Business Organizations Code, as amended from time to time. The Corporation shall have individual corporate members.”

“The Corporation's Members shall have such powers, exercise such rights and perform such duties as Members of the Corporation as may be required by applicable law or by express provision of the Certificate of Formation or its Bylaws, and the Members shall have no other powers, rights, or duties. The Members shall elect Directors to fill any existing or soon to be existing vacancy occurring in the Board of Directors.”

“The following matters are reserved to the Corporation's Members and shall require the affirmative action of the Members to be effective: Any amendment to or restatement or repeal of the Certificate of Formation; Any amendment to or restatement or repeal of these Bylaws; The sale, transfer, or other disposition of all or substantially all of the assets of the Corporation and its Affiliates; The merger of the Corporation into, or the consolidation of the Corporation with, any other entity; or, the dissolution of the Corporation.”

“The Form 990 is prepared and reviewed by Memorial Hermann System Tax department. The System Tax department works with other departments throughout the organization to obtain the information needed to complete the Form 990. Upon completion, the Form 990 is reviewed by the organization's Chief Financial Officer, Chief Accounting Officer, and/or other key officers. A complete copy of the Form 990 is then provided to each member of the governing body prior to filing the Form 990.”

“Memorial Hermann Health System utilizes conflict of interest surveys and has codified its procedure in a policy. The policy is monitored by the organization's 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, have read and understood it, have agreed to comply with it, and understands that Memorial Hermann is a charitable organization to 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'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.”

“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 organization's 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 form 990 of similar organizations to perform a competitive analysis and write an opinion letter regarding the competitive position of Memorial Hermann's 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 is performed annually and it includes the President and 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.”

“Certain documents of the organization are available to the public through the Texas Secretary of State, such as the organization's certificate of formation and any amendments thereto. The organization is included in the consolidated audited financial statements, which are attached to the Form 990 and are made available to the public upon request. The organization's other governing documents and conflicts of interest policy are not made available to the public.”

“Noncontrolling interests ($80,905,000); Change in pension obligation $24,604,000; Contributions and grants received and other changes in net assets, net $14,578,000; Change in noncontrolling interests ($1,749,000); Reclass of Fund Balances of Affiliated Companies $160,778,321”

“Description:medical care services fees total fees:631001044”

“Description:indigent care svcs fee total fees:xxx-xx-xxxx”

“Description:property management fees total fees:xxx-xx-xxxx”

“Description:administration svcs fees total fees:48429533”

“Description:supply chain mgmt svcs total fees:4374325”

“Description:technology services fee total fees:3946784”

“Description:misc contract svcs fee total fees:xxx-xx-xxxx”