Child Study Center

“Business relationships: lisa jamieson and jerry conatser have a business relationship. Mary cara martz and peter l. Philpott have a business relationship. Various officers and trustees have a business relationship with each other due to their employment or board service with other organizations within the system.”

“Sole member: cook children's medical center, a texas non-profit corporation, is the sole member of the organization.”

“MEMBER ELECTION ABILITIES: As the sole member of the organization, Cook Children's Medical Center, has the power to determine the number of members of the board of trustees and to elect the members of the board of trustees. The number of trustees on the Board of Trustees shall be nine, all of which shall be elected by the Member as follows: The Trusteeship Committee of WI Cook Foundation Inc. shall approve and submit five trustees to serve, and the Board of Directors of Child Study Center (CSC) shall submit to the Trusteeship Committee four trustees during a transition period. The Trusteeship Committee must approve the proposed slate of Child Study Center Trustees and submit the names for final approval by the Member. The Member shall vote to approve or reject the submitted slate of CSC Trustees. If the Trusteeship Committee or the Member rejects all or a portion of the submitted slate of CSC trustees, the rejected portion of the slate will be tabled and an alternate slate to such portion will be prepared as provided above for consideration by the Trusteeship Committee and, ultimately, the Member. The Member shall then vote to accept or reject the alternate slate of CSC trustees at its next regularly scheduled meeting or at a special meeting no later than 90 days from the receipt of the alternate slate. If the Trusteeship Committee, or the Member rejects all or a portion of the alternate slate, the process set forth in this Section 2(a)(2) shall continue until the slate of CSC Trustees is complete.”

“Member decision abilities: as the sole member of the organization, cook children's medical center has the exclusive power and reserved power to do any of the following: a. Amend, alter or repeal the bylaws; b. Amend the certificate of formation of the organization; c. Determine the number of members of the board of trustees and to elect the members of the board of trustees; d. Approve any merger, acquisition, liquidation, winding up, termination or consolidation of the organization; e. Approve the sale, gift or other disposition of all or substantially all of the property of the organization; f. Approve the creation of, or investment in, any subsidiary entity; g. Approve capital and operating budgets of the organization; h. Approve the filing of any lawsuits, or any settlement of claims or litigation to which the corporation is a party.”

“REVIEW OF FORM 990: The organization engages an outside independent accounting firm to assist in the preparation of the Form 990 and related filings. All information provided to the outside accounting firm is gathered by key company employees and executives. Once the Form 990 is prepared, it is reviewed by company Finance, Legal and Compliance staff and then provided to the Board of Trustees for review and comment. In addition, it is provided to the Cook Children's Health Care System Audit Committee for review and comment. Subsequent to the Board and Audit Committee review, the Form 990 is filed with the Internal Revenue Service and made available to the public for review.”

“Written conflict of interest policy: every year the legal department of the cook children's health care system ("system") sends out a form 990 questionnaire/conflict of interest disclosure statement to officers, directors, trustees and key employees of all system companies, as well as certain other employees, including physicians, who are determined to be employed in positions that might be subject to the system?s conflict of interest policy. The responses are reviewed by the legal, finance, and compliance departments. Follow up and/or corrective action is taken as needed with respect to responses that indicate the existence of actual or potential conflicts of interest. A summary of the responses to the questionnaires and follow-up information are provided to the system audit committee for review and follow-up. Further, the audit committee of cook children's health care system is responsible for monitoring the implementation and enforcement of the conflict of interest policy that is applicable to all affiliated companies of the cook children's health care system. The audit committee is also responsible for oversight of the compliance department of cook children?s health care system. The compliance department maintains a hotline to receive reports of inappropriate activities including activities that might constitute a conflict of interest. Internal audit and compliance also conduct random audits of corporate activities such as expense reimbursements and accounts payable to determine if any inappropriate payments are being made to individuals, some of which could be evidence of a conflict of interest. Any corrective action related to conflicts of interest would be reported to the audit committee for review, approval, and modification, as necessary, with further reporting to the system board of trustees as appropriate.”

“REVIEW OF OTHER OFFICER AND KEY EMPLOYEES COMPENSATION: Cook Children's Health Care System has established a Compensation Committee with oversight of executive and physician compensation, which includes the organization's CEO and other officers and key employees of the organization. The Compensation Committee approves compensation arrangements in advance, which includes a review and approval by independent committee members, using comparable market data relating to compensation, which is provided by Sullivan Cotter and Associates, Inc. for executive compensation and physician compensation, which is an independent, nationally recognized compensation consultant. The Compensation Committee documents the basis for its determinations following contemporaneous substantiation of the Compensation Committee's deliberations and decisions. The Compensation Committee requires the compensation consultant to update market data periodically, usually every two years, with interim reviews being conducted as needed. With regard to physician compensation, the Compensation Committee also retains the law firm of McDermott, Will & Emery of Chicago, Illinois, to issue a reasonableness opinion covering the physician compensation plan for Cook Children's Physician Network.”

“Availability of documents: the organization does not make its governing documents or conflict of interest policy available to the public, except to the extent they are on file with the secretary of state of texas. The conflict of interest policy is posted on the organization's internal website and available to all employees and board members of cook children's health care system entities. Consolidated financial statements are reported electronically for all cook children's health care system entities via the electronic municipal market access (emma) website.”

“Other changes in net assets or fund balances: net assets released from restrictions used for purchase of property and equipment $1,062,996”