Physicians for Children

“During the tax year and by board approval and resolution, the sole member of the corporation was changed from Children's Medical Center of Dallas to Children's Health System of Texas. The organization's by-laws were amended to reflect this change.”

“Children's Health System of Texas (CHST) is the sole member.”

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

“Member reserve powers are specified in CHPG's Bylaws and represent those actions by the organization which require member approval. These powers generally encompass changes in the mission of the organization, addition of new members, certain dispositions of assets, amendments to the organization's Certificate of Formation and Bylaws, and appointment of directors.”

“A draft of the Form 990 is presented to the CHST Audit Committee, which has certain delineated authority for the organization, for review with discussion of the draft led by the CHST Chief Financial Officer. A copy of the Form 990 is made available to the directors through our board portal before it is filed.”

“The Board members, including any director, officer, or member of a committee with Board delegated powers, receive a copy of the policy, along with a Statement of Interest form to complete, with their annual Board appointment letter. All disclosures made are reviewed by the Chief Compliance Officer and Vice President, Associate General Counsel and Secretary, and discussed as necessary at the appropriate Board meeting to determine if further action is required. Any individual with a perceived or potential conflict is prohibited from voting or participating in the decision making process regarding such transaction or arrangement.”

“The corporation's (CHPG) 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, CHPG retains an outside compensation survey data to provide compensation analysis regarding the fair market value of CHPG's salary structure, which is presented to the CHPG Board of Directors for approval.”

“Certificate of Formation is publically available and the conflict of interest policy is made available upon request. Financial statements are available upon request.”