The Methodist Hospital

“The executive committee consists of the officers who are members of the board of directors as defined in the bylaws; the resident bishop; and one physician director. In the event of an emergency when there is insufficient time to convene the board of directors, the executive committee has and may exercise all the powers of the board of directors in the management of the business and affairs of the corporation in such a manner as the executive committee may deem to be in the best interest of the corporation in all cases in which specific directions have been given by the board of directors, provided any action which the committee may take does not conflict with the mission of the corporation and the policies and directives of the board of directors. The chairperson of the board of directors, upon the calling of any executive committee meeting, as the first item of business, is required to state the nature of the emergency and the fact that there was insufficient time to convene the board of directors, which is recorded in the minutes before any action is deemed valid and on behalf of the board of directors. Vacancies in the membership of said committee are filled by appointment of the chairperson and approval by the board of directors. The executive committee meets upon the call of the chairperson. The committee keeps regular minutes of its proceedings and forthwith delivers by mail, facsimile, email, or in person, a written report of the same to all members of the board of directors. All acts or resolutions of the executive committee are subject to the approval of, or revision by, the board of directors, but no rights of third parties are affected by any such revision. The secretary of the corporation acts as secretary of the executive committee.”

“The texas annual conference of the south central jurisdiction of the united methodist church ("conference") elects or ratifies the board of directors.”

“The conference has the authority to approve any amendments to the following provisions of houston methodist hospital's bylaws or the articles of incorporation: i) the provision that the conference elects all directors of this organization from nominees recommended by the committee on nominations of the conference based on nominations made by the board of directors, (ii) the provision that a sufficient number of directors be members of the united methodist church to comply with the membership requirements set forth in the book of discipline of the united methodist church, (iii) the provision that four methodist ministers, including the resident bishop be members of the board of directors, (iv) the provision that the board of directors shall consist of no more than twenty-six and no fewer than fifteen members, or (v) the provision that amends the purpose clauses (article ii and vi) of the articles of incorporation of the corporation or the dissolution clause (article vii) of the articles of incorporation of the corporation.”

“Management, including certain officers, works diligently to complete the form 990 and attached schedules ("return") in a thorough manner. The return is prepared by a paid preparer. Prior to filing the return, a copy of the form 990 is made available to board members (including required schedules), and management team members are available to answer any board members' questions.”

“Individuals serving in a significant decision making capacity complete a conflict of interest (coi) questionnaire annually. A comprehensive evaluation and thorough review of disclosures is performed by a 6-member coi committee comprised of executives, management, and staff. The results of the coi disclosures are summarized and reported to the parent corporation, houston methodist hospital's board audit & compliance committee, including certain actions being taken to protect the integrity of houston methodist decision-making. In addition, certain disclosure results are also communicated to management and to affected committee chairs to promote transparency, protect decision-making integrity, and to ensure restrictions are imposed where appropriate. Conflicted individuals may not vote or exert self-serving influence on the disclosed matter.”

“This organization follows irs regulations as it relates to establishing a rebuttable presumption of reasonableness related to total compensation of key employees and compensated officers of the organization listed below. It has established a process that includes the following elements: a separate committee (the board committee) comprised of independent directors meets at least annually to review, deliberate and make recommendations to the board as it relates to any changes in total compensation including base pay, bonus awards from incentive programs or benefits and perquisites of the ceo and other officers and some key employees (typically those who report directly to the ceo). The board committee establishes that no member has any conflict of interest with regard to the executive compensation arrangements being approved. The board committee reviews and considers information provided by an external consultant engaged to ensure it has direct access to: - compensation information paid by comparable organizations, for functionally comparable positions. - compensation norms in the organization's immediate locale and from other independent compensation surveys by nationally recognized independent firms that represent the organization's logical peer group; - compensation information that includes information on base salary, incentives, benefits and perquisites for total compensation comparison purposes to ensure reasonable competitive ranking. The committee relies on the comparability data to reach consensus that its recommendations to the board regarding executive compensation changes are reasonable and in line with this organization's overall total compensation philosophy for executive pay. The deliberation and decisions of the committee are contemporaneously substantiated. The compensation for positions held by key employees not included in the process above, is determined based on a thorough review of numerous compensation studies conducted by nationally recognized, independent firms that provide market data for total compensation for similar positions. The compensation information considered includes information on base salary, incentives, and benefits for total compensation purposes to ensure reasonable competitive ranking in order to meet recruitment and retention objectives that secure the talent required to contribute to organizational success.”

“The governing documents (except for the articles of incorporation, which are on file with the secretary of the state of texas), conflict of interest policy, and financial statements of the organization are not made available to the general public.”

“Pursuant to treasury reg section 1 6033-2(d)(5), houston methodist hospital has elected to report information about contributions, gifts & grants, compensation and other information about officers, directors, trustees, key employees, former employees, certain other highly paid employees, certain professional contractors and certain other contractors on a consolidated basis for all of the members of the group, including the parent organization, on the group return of methodist hospital group, ein 35-2410801.”

“Transfer from houston methodist hospital foundation 310,111. Transfer to other entity 20,976,843.”