Baptist Physician Network

“The baptist hospital of southeast texas, the sole corporate member of baptist physician network, follows the compensation policy of southwest community hospital, its class a member, which in turn follows the compensation policy of community hospital corporation ("chc"). Bpn's board formally adopted the compensation policy of chc for year ended june 30, 2011 but did not take any action on compensation until fy 2012. Chc engaged sullivan cotter to conduct a competitive market analysis of the compensation of chc's top management officials, officers, directors and key employees. Sullivan cotter gathered data related to job descriptions, scope of responsibility, and current incumbents' compensation. Sullivan cotter recommended appropriate comparison data and utilized survey data from four major executive compensation survey providers to provide market data and executive compensation recommendations that meet chc's compensation philosophy. Sullivan cotter's recommendations were presented to the chc compensation committee of the board for review and approval. Chc also conducts periodic reviews of compensation to determine whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm's length bargaining. This process is performed each year prior to the annual employee evaluation process, which ends on july 1st of each year.”

“The filing organization has a sole corporate member, baptist hospitals of southeast texas. The corporate member retains the right to approve the following actions: a. Adoption, amendment or interpretation of any statement of mission, philosphy, role, or purpose of the corporation; b. Adoption, amendment or interpretation of any strategic plan or business plan of the corporation; c. Election or removal of directors of the corporation; d. Creation of, delegation of authority to, and appointment of the members of committees of directors; e. Election, appointment and removal of officers, assistant officers and agents of the corporation; f. Fixing by the board of directors of the compensation of directors or officers of the corporation; g. Making of contracts of the corporation involving any of its directors or officers; h. Making of loans by the corporation to any of its officers or employees i. Selection or change of the corporation's fiscal year; j. Amendment or repeal of the corporation's articles of incorporation; k. Adoption or amendment of any capital or operatingv budget of the corporation; l. Borrowing or lending of money or other assets by the corporation; m. Making, amendment, renewal, cancellation or termination of contracts in which the corporation assumes financial risk; n. Acquisition, sale, lease, mortgage, pledge, hypothecation, transfer or other encumbrance or alienation of property of the corporation; o. Settlement of any claim or litigation involving the corporation; p. The making or acceptance by the corporation of any grants or contributions; q. The corporation's creation of, acquisition of ownership interests in or affiliation with any other organization; r. Merger, consolidation, reorganization, or dissolution of the corporation; s. The disposition of the assets of the corporation to anyone other than the member; t. To alter, amend, or repeal the bylaws of the corporation with approval of majority of the board of directors.”

“The sole corporate member of the organization is baptist hospitals of southeast texas, a texas nonprofit corporation.”

“Baptist physician network's board consists of three members; as such there are no committees or subcommittees.”

“The detailed review of the form 990 is conducted by the cfo, ceo, corporate controller, and hospital controller, following the preparation and review of the return by the organization's paid preparer. An electronic copy of the final form 990 is emailed to each board member prior to filing with the irs.”

“The compliance officer for baptist hospitals of southeast texas maintains the conflict of interest statements and regularly monitors them as well as any other activities that may constitute a conflict of interest. The organization's practice is to send out annual disclosure questionnaires to board members, senior officers, and directors of the organization. The responses are taken to the audit and compliance committee of board members to determine if a conflict of interest exists. If there is any possibility of financial gain by a member from any decision that is to be deliberated on, then that member is removed from those discussions to ensure that the member will not take part in any deliberations that he or she might personally gain from. The member operating under a conflict is prohibited from voting on any matter to which the conflict relates.”

“The organization makes its governing documents, financial statements, and conflict of interest policy available at its business office upon request.”