Texas Health Resources W O 926 5471

“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.”

“A full copy of the Form 990 is provided to members of the governing board before filing. In addition, the Audit & Compliance Committee of the Texas Health Resources (THR) Board of trustees is given the opportunity to review, comment, and ask questions regarding the Form 990s filed for THR and each of its wholly controlled affiliates.”

“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 board members, officers, contracted medical directors, employees with a title of manager or above, employed physicians, and certain committee members and other employees based upon function. All disclosed conflicts are reviewed by the THR Chief Compliance Officer. 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. Progressive corrective action is taken for any identified noncompliance which may include removal from a board or committee or physician/employee counseling if the person fails to provide the disclosure. In addition, THR monitors through a public database recently implemented by CMS. Management plans are executed as needed based upon disclosures. THR also educates the Boards and workforce annually through either a web based or live compliance training.”

“TEXAS HEALTH RESOURCES (THR) USES THE FOLLOWING METHODS TO ESTABLISH THE COMPENSATION OF THE ORGANIZATION'S CEO. * THR has the THR Governance Committee of the Board of Trustees (Compensation Committee) COMPRISED OF EXTERNAL BOARD MEMBERS THAT REVIEW COMPENSATION PHILOSOPHY AND DESIGN. * THR BOARD HIRED INDEPENDENT COMPENSATION CONSULTANTS. * THR & THE INDEPENDENT COMPENSATION CONSULTANTS UTILIZE PUBLISHED THIRD-PARTY COMPENSATION SURVEYS. * APPROVAL BY THE BOARD AND COMPENSATION COMMITTEE 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 COMPENSATION COMMITTEE, AND * REVIEW OF FINANCIAL REPORTS, JOB DESCRIPTIONS, ORGANIZATIONAL CHARTS, CURRENT SALARIES, INCENTIVE OPPORTUNITIES, INCENTIVE PAYMENTS, BENEFITS, PERQUISITES AND PLAN DOCUMENTS. THE INDEPENDENT THIRD PARTY COMPENSATION CONSULTANT MEETS DIRECTLY WITH THE EXECUTIVE COMPENSATION & BENEFITS SUB-COMMITTEE WHICH IS MADE UP OF FIVE INDEPENDENT BOARD MEMBERS AND THE Compensation Committee TO REPORT THE RESULTS OF THE TOTAL COMPENSATION STUDY. AT THE BEGINNING OF EACH YEAR, THE COMPENSATION COMMITTEE REVIEWS THE RESULTS OF THE OUTSIDE CONSULTANT'S MARKET ANALYSIS FOR BASE SALARIES, AND MAKES RECOMMENDATIONS TO THE BOARD AND THE BOARD APPROVES THE FOLLOWING FOR THE CEO: * BASE SALARY AND BENEFITS * PRIOR YEAR EXECUTIVE ANNUAL INCENTIVE AWARDS * CURRENT YEAR EXECUTIVE ANNUAL INCENTIVE PLAN TARGETS, KEY PERFORMANCE INDICATORS AND POTENTIAL PAYOUT AMOUNTS * LONG-TERM INCENTIVE AWARD IF CYCLE HAS ENDED * LONG-TERM INCENTIVE PLAN TARGETS, KEY PERFORMANCE INDICATORS AND POTENTIAL PAYOUT AMOUNT IF NEW CYCLE IS STARTING, AND * EMPLOYMENT AGREEMENT IN YEARS OF RENEWAL.”

“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.”

“Two Founding Members, Presbyterian Healthcare Resources (PHR) and Harris Methodist Health System (HMHS), and one Sponsoring Member, Texas Health Arlington Memorial Hospital (THAM), are members of Texas Health Resources (THR). The Founding members and Sponsoring member have the authority to approve the election of THR board.”

“The following actions require the approval of the Founding Members, Presbyterian Healthcare Resources (PHR) and Harris Methodist Health System (HMHS): (a) Amendment, restatement or repeal of the Certificate or these Bylaws. (b) Establishment of or change in the mission, vision or values of the Corporation. (c) Any action by the Board of Trustees or the management of the Corporation which would adversely affect the religious or church practices or religious or church affiliation of the Corporation or an Affiliated Participant. (d) Sale, exchange, lease or other transfer of all or substantially all of the assets of the Corporation. (e) Merger or consolidation of the Corporation. (f) Dissolution of the Corporation. (g) Addition of a Founding Member of the Corporation. (h) Any action related to the right to nominate a majority of the voting members. (i) Transfer of a membership interest in the Corporation. The following actions, if they would eliminate or adversely affect the rights of the Sponsoring Member shall require the approval of the Sponsoring Member, Texas Health Arlington Memorial Hospital (THAM) when an amendment, restatement or repeal of certain sections in the bylaws refer to: (a) Items requiring the sponsoring member's approval. (b) Events requiring termination of a member's rights. (c) Effects of termination of a members interest. (d) Distribution of remaining assets. (e) Amendments to the bylaws.”

“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.”

“Controlled Joint Venture Treasury Shares ($2,299,904)”

“Description:other consulting services total fees:31420896”

“Description:other services total fees:13122799”

“Description:collection services total fees:6323868”

“Description:building services total fees:3654733”

“Description:recruiting services total fees:1423063”

“Description:security services total fees:556631”

“Description:admin services total fees:474263”

“Description:cbo services total fees:230357”

“Description:physicians services total fees:165688”

“Description:it services total fees:25769”

“Description:medical waste removal total fees:460”