St Mark'S Medical Center

“Description of management arrangement community hospital corporation (chc) provides certain financial, technical and managerial support services to the hospital.”

“Description of classes of members or stockholders chc, a texas non-profit corporation, is the sole member of st. Mark's medical center (smmc).”

“Description of classes of persons and the nature of their rights chc as the sole member of smmc elects the members of the board of directors of smmc and is empowered with the ability to remove directors, with or without cause.”

“Classes of persons, decisions requiring appr & type of voting rights reserved powers of the member: while the affairs of the corporation shall be managed by its board of directors, the approval of the member following approval by the board of directors shall be necessary for the following matters: (a) the establishment of or any change in the activities, philosophy, mission or purpose of the corporation as set by the member; (b) any amendments or revisions to the certificate of formation or bylaws of the corporation; (c) any amendments or revisions of the certificate of formation or bylaws of any subsidiary corporation of the corporation; (d) the creation of, or investment in, any subsidiary entity, partnership or venture; (e) any amendment, revision or termination of the partnership agreement of any partnership or regulations of any limited liability company to which the corporation is a party; (f) the annual operating and capital budgets of the corporation; (g) all material expenditure deviations ($25,000 in any single or series of transactions) from the annual operating and capital budgets; (h) the purchase or acquisition of any real personal, or mixed property by the corporation in excess of $25,000 that is not provided for in the corporation's annual operating or capital budgets; (i) the sale, mortgage, encumbrance, transfer, lease, gift, or other disposition of any real property of the corporation; (j) any sale, gift, exchange, lease, mortgage or other transfer or encumbrance (collectively, "transfer") of the personal property of the corporation (tangible or intangible) if the sum of such transfer and the sum of all prior transfers per fiscal year, exceed $50,000.00; (k) any debt or financing arrangement of this corporation, except usual and customary trade debts which is incurred in the ordinary course of business of the corporation; (l) settlement of any claims or litigation involving the corporation; (m) the merger, dissolution, or consolidation of the corporation or subsidiary corporation; (n) the execution, revision, amendment, extension, non-renewal or termination of any management, employment, lease, or service contract, with an annual compensation in excess of $30,000 or an aggregate compensation in excess of $50,000; (o) any debts, loans, guaranties, or grants not included and approved as part of the corporation's annual operating and capital budgets; (p) the election of the members of the board of directors or the removal of said board member, whether with or without cause; (q) the approval of the employee policies and benefits programs of the corporation; (r) the approval of major development campaigns and fund-raising; and (s) the approval of the finance management system for the corporation. Form 990, part vi, line 11b describe process used by management &/or governing body to review 990 the organization engages an outside accounting firm to prepare form 990. Once prepared, the form is reviewed by the organization's internal accountants prior to filing. Electronic copies are provided to each board member via email upon completion of the form prior to filing with the irs.”

“Description of process to monitor transactions for conflicts of interest the organization follows the conflict of interest disclosure process adopted by its parent, chc, which requires all officers, directors, key employees, highly compensated employees and other management officials ("covered persons") to disclose potential conflicts. The organization's board formally adopted chc's conflict of interest policy for the year ended 6-30-15. Pursuant to the policy, a disclosure statement is circulated annually to covered persons in which the individual must disclose transactions that may result in a conflict. Covered persons are also encouraged to notify the board, appropriate management personnel, chief compliance officer, general counsel or the audit and compliance committee of the governing body as necessary. When necessary, the board chair or appropriate board committee may appoint a disinterested person or committee to investigate the potential conflict of interest and recommend alternatives to the applicable transaction or arrangement or otherwise determine if the conflict can be resolved. If a more advantageous transaction or arrangement is not reasonably possible under the circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the best interest of the organization, and whether it is reasonable. The governing board or committee makes the decision as to whether to enter into the transaction or arrangement. Any member of the board operating under a conflict is not permitted to be present or otherwise participate in the vote on any matter to which the conflict relates. If the governing board or committee of the organization has reasonable cause to believe that a covered person has failed to disclose an actual or possible conflict of interest and after investigation the board or committee determines that the covered person failed to disclose a conflict of interest, the organization takes appropriate disciplinary or corrective action, which may include, termination of the individual's membership, employment or contract.”

“Offices & positions for which process was used, & year process was begun the organization's executives, including the ceo, are employed by the parent organization chc and therefore follow the compensation policy of chc. Chc engaged sullivan cotter to conduct a competitive market analysis of the compensation of chc's top management officials, officers, directors and key employees. Sullivan cotter gathered data related to job descriptions, scope of responsibilities, and current incumbents' compensation. Sullivan cotter recommended appropriate comparison data and utilized survey data from four major executive compensation survey providers to provide market data and executive compensation recommendations that meet chc's compensation philosophy. Sullivan cotter's recommendations were presented to the chc compensation committee of the board for review and approval. Chc also conducts periodic reviews of compensation to determine whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm's length bargaining. This process is performed each year prior to the annual employee evaluation process, which ends on july 1st of each year.”

“Process for making documents available to the public the organization makes its governing documents, conflict of interest policy and financial statements available at its business office upon request.”