Physicians for Children

“Children's Medical Center of Dallas (Children's) is the sole member.”

“Directors are appointed by the sole member and approved by the current PFC Board of Directors.”

“Sole member reserve powers are specified in PFC's bylaws and represent actions by the organization which require sole member approval. These powers generally include specified financial decisions, appointment of directors, and strategic planning.”

“The draft Form 990 is presented to the Board of Directors by their treasurer at either a scheduled meeting or sent electronically for their review.”

“Directors execute a conflict of interest disclosure statement each year at the annual meeting of the PFC Board of Directors. Any disclosures made in the statements are presented to the Board of Directors for discussion and review at that time.”

“The corporation's (PFC) top management official and other officers are employed and compensated by Children's Medical Center of Dallas (Children's). The Children's process is as follows: 1. The Human Resources Committee of the Board is responsible for setting the compensation for executives, except the President and CEO of Children's, which is set by the Board of Directors. The Committee is comprised of independent, non-employee directors with no conflict of interest regarding executive compensation. A written compensation philosophy has been developed by the Human Resources Committee for timeliness and appropriateness. The philosophy defined desired comparator groups for compensation surveys. The comparator groups are from domestic healthcare industry sectors only and do not include any non-healthcare organizations. 2. The compensation philosophy also defines target levels relative to the marketplace comparator groups for base pay, base pay plus incentive pay, and fringe benefits provided to Children's executives. A third-party consultant, Sullivan Cotter, is engaged by the Human Resources Committee and provides independent, expert consulting services in the area of executive compensation market surveying, pay and benefits program design, and administrative services. Salaries for Children's executives (except for the President and CEO) are set by comparing the salaries paid for comparable positions in integrated systems, academic medical centers, and children's hospitals in similar size and scope of services to Children's. 3. The salary for the President and CEO is set in reference to salaries paid for Presidents and CEOs of children's hospitals in similar size and scope of services to Children's. The data is compiled by Sullivan Cotter and they develop and update annually salary ranges unique to each executive position. The Human Resources Committee approves base pay for each executive (except the President and CEO, whose base pay is approved by the Board of Directors) aimed in the aggregate at approximately the middle of executive pay ranges. 4. For other officers and key employees, Children's uses a combination of job evaluation and survey data to determine the market pay range. For physicians, PFC retains an outside compensation survey data to provide compensation analysis regarding the fair market value of PFC's salary structure, which is presented to the PFC Board of Directors for approval.”

“The governing documents, conflict of interest policy, and financial statements are made available to the public when they are requested.”