Texas Health Harris Methodist Foundation

“A full copy of the Form 990 was not provided to members of the governing board before filing since the organization was disolved. The tax return is prepared by the tax department of Texas Health Resources, and will be reviewed by the accounting manger and the officer signing the return.”

“Texas Health Harris Methoidst Foundation (THHMF) is a member of the Texas Health Resources (THR) healthcare system. A second foundation included in this group of related entities under THR is the Texas Health Resources Foundation. In the past, each of these foundations supported a certain set of THR hospitals. Over time, it became evident that many of the employees of both foundations were supporting all of the hospitals in the THR system. A decision was made to consolidate the two foundations into the same location and move all of the employees and officers to THR, to provide centralized management. In 2013, the Boards of both Foundations have voted to unite the foundations into a single organization so that the operations can be combined and they can make use of the economies of scale. An independent third party compensation consultant is hired by the THR Board of Trustees (Board) to review base pay annually as compared to a peer group of employers similar in size and scope to THR. Every three years the independent compensation consultant reviews all aspects of executive compensation (base, incentives, benefits, etc.) which includes: * Review and confirmation of the executive compensation philosophy. * Market review of base and incentive pay for all positions. National, regional, and local data is reviewed when available. * Market review of benefits and perquisites, * Interview of selected officers and members of the Governance Committee (Compensation Committee) of the THR Board of Trustees, and * Review of financial reports, job descriptions, organizational charts, current salaries, incentive opportunities, incentive payments, benefits, perquisites and plan documents. The independent compensation consultant meets directly with the executive compensation & benefits sub-committee which is made up of six independent Board members and the governance committee to report the results of the total compensation study. At the beginning of each year, the executive compensation & benefits sub-committee and the governance committee review a detailed report containing the below information. The Board reviews an executive summary of the detailed report. * Market analysis based on the results of the outside consultant's review * Officer base salary adjustments including merit and market/equity adjustments * Prior year executive annual incentive awards * Current year executive annual incentive plan targets, key performance indicators and potential payout amounts.”

“The organization does not make its governing documents or conflict of interest policy available to the public. The consolidated financial statements of Texas Health Resources (THR) are made available to the public on the website www.dacbond.com. Consolidated financial statements are posted to this website quarterly and the audited financial statements are posted annually. The financial statements of the wholly controlled affiliates of THR are not posted to the website nor are they generally made available to the public in any other manner.”

“Texas Health Resources (THR) and its related organizations included in the THR healthcare system encourage employees to become involved in philanthropic endeavors in their communities. As a result, THR healthcare system employees who are serving as officers, board members, or key employees may, from time to time, also serve on the boards of various community organizations such as church boards, United Way, etc. There may be a business relationship as a result of multiple THR employees serving on the same community boards. THR employees serve as the corporate officers of each subsidiary organization. As THR system employees, all officers have a business relationship within the organizations of the THR healthcare system. THR also appoints system officers to the boards of various controlled joint ventures. As THR system employees, various officers of the organization may have a business relationship through serving on THR controlled joint venture boards. In addition, Rick McWhorter and Laura McWhorter have a family relationship.”

“Texas Health Resources (THR) is the sole member of Texas Health Harris Methodist Foundation (THHMF). The board members of THR have the authority to approve the election of THHMF board.”

“The following actions require the approval of Texas Health Resources (THR) the sole member: (a) Amendment, restatement or repeal of the Certificate or Bylaws of the Corporation (BOC). (b) Sale, exchange, lease or other transfer of all or substantially all of the assets of the Corporation, including under Subchapter F of Chapter 11 of the BOC. (c) Merger or consolidation of the Corporation, including a plan of merger under Subchapter F of Chapter 11 of the BOC. (d) Dissolution of the Corporation. (e) Election of members to the Board of Trustees of the Corporation. (f) Removal of a member of the Board of Trustees of the Corporation as provided in Section 6.04. (g) Creation of affiliates or subsidiaries of the Corporation, and approval of their initial governing documents. (h) Approval of the capital and operating budgets of the Corporation. (i) Incurrence of debt not otherwise included in the capital or operating budgets of the Corporation. (j) Any action which would adversely affect the religious or church practices or affiliation of the Corporation. (k) Voluntary winding up under Chapter 11. (l) Revocation of a voluntary decision to wind up under chapter 11.151 of the BOC. (m) Cancellation of an event requiring winding up under Chapter 11.152 of the BOC. (n) A reinstatement under Chapter 11.202 of the BOC. (o) A distribution plan under Chapter 22.305 of the BOC. (p) A plan of conversion under Chapter 11, Subchapter F of the BOC. (q) A plan of exchange under Chapter 11, Subchapter F of the BOC.”

“Texas Health Resources (THR) has adopted a Conflict of Interest Policy that applies to THR and all of its wholly owned or wholly controlled affiliates. During the first quarter of each fiscal year, a Duality and Conflict Statement Form is distributed by the THR Chief Compliance Officer to all persons who are covered by this policy. All disclosed conflicts are reviewed by the THR Chief Compliance Committee. A report, listing each reported Duality of Interest or Conflict of Interest is given to both the Chair of the Governing body and the President of the Corporation with which the reporting person is affiliated. The THR Board of Trustees receives a report when the Annual Disclosure process is complete.”

“Texas Health Resources (THR) prepares consolidated financial statements with its related entities. The THR Board appoints an audit and compliance sub-committee that assumes responsibility for oversight of the consolidated audit for all related entities. The related entities do not have a separate audit committee, but abide by the THR committee's oversight. There has been no change during the year in the organizations oversight selection process.”

“Pledges Write Off $20,730 Change in Split Interest Trust $48,089 Transfer of assets to Texas Health Resources Foundation ( a related tax exempt entity) $56,092,634”