Health Services of Clarion Inc

“The completed 990 was prepared by the tax department of an external audit firm in conjunction with hospital staff and reviewed by the chief financial officer. Relevant sections were also reviewed by the in-house counsel. Form 990 was provided to the audit and compliance committee and the board of trustees for review and comment. After these reviews, but prior to filing, the full butler health system board of trustees and the audit and compliance committee were notified that the final form 990 was available for review on the board's secure website.”

“The responses to the conflict of interest disclosure form are collected and reviewed annually by the chief legal counsel and the corporate compliance officer, who then reviews the same with the audit and compliance committee of the board of trustees. Conflict of interest disclosure forms are completed by all trustees, officers, committee members, members of management, employed physicians as well as the executive team. In the event a relationship results in a potential conflict for an issue being discussed by the board, the trustee recuses himself/herself from the discussion and vote. The recusal is documented in the minutes. The chief legal officer and/or corporate compliance officer attends all board meetings and ensures that any needed recusals occur.”

“Butler health system executive compensation philosophy & process: although compensated through butler healthcare providers, this philosophy and process applies to clarion hospital. The board of trustees recognizes the great challenges and difficulties that healthcare executives face, particularly in the current era of national and state healthcare reform. In addition, the pittsburgh regional market is highly competitive and changing rapidly. The board competes for and seeks executive talent on a national basis. It engages expert compensation consultants, utilizing national comparative data to guide the determination of competitive, appropriate levels of compensation. The total compensation program for executives consists of cash compensation and benefits. Factors taken into consideration in determining compensation for executives include: market demand and competition for similar positions, experience and tenure, and actual performance and effectiveness. Based on these and other pertinent criteria, bhs targets total compensation to fall within a range of the 25th to 75th percentile of the market. Bhs executive compensation generally will not exceed the 75th percentile of the market. Exceptions to this may be subject to review and recommendation by the compensation committee, which in turn is subject to review and approval by the board of trustees. Exception must be supported by organizational and/or individual performance, or a retention/recruitment circumstance that warrants such compensation. The compensation committee consists exclusively of independent individuals with no real or perceived conflicts of interest in recommending executive compensation guidelines and levels. While benefits are accounted for in schedule j, actual "take home" pay to the executive typically consists only of base salary, and incentive award earned, if earned. Applicable taxes or other withholdings are deducted. Annual increases in base pay, if any, are based on competitive market trends from the comparison group. Supplemental retirement benefits are used as a vehicle for executive recruitment and retention with appropriate vesting periods. The board of trustees reviews and approves executive compensation in its entirety, including the use of "tally sheets", which disclose 100% executive compensation. The board of trustees engages external compensation and legal expertise to assure reasonableness of executive compensation levels.”

“Historical financial information is provided to the public at the annual public board meeting. Bylaws, articles of incorporation and the conflict of interest policy are posted on the website.”