Marcus Daly Memorial Hospital Corporation

“A representative from cliftonlarsonallen, the paid preparer, presented the form 990 to the hospital finance committee. Upon approval, the form 990 was presented to the board of directors for acceptance and approval prior to filing with the irs.”

“Any director, corporate officer, senior manager, trustee or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, is an interested person. If a person is an interested person with respect to any entity in the health care system of which the hospital is a part, he or she is an interested person with respect to all entities in the health care system. Upon appointment, hire or transfer and annually thereafter, each interested person shall execute and submit to the hospital's ceo a statement which affirms such person: a. Has received a copy of the conflict of interest policy; b. Has read and understands the policy; c. Has agreed to comply with the policy; and d. Understands that the hospital is a charitable organization and in order to maintain its federal and state tax exemptions it must engage primarily in activities which accomplish one or more of its tax-exempt purposes. In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the conflicting financial interest and must be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement. Any other member of the board or committee may raise the question of whether a conflict exists, disclose facts relating to the conflict and request the interested person to provide further details. The board chair (or vice chair acting in the place of the chair) or the hospital's legal counsel may, based on their information about the conflict, disclose the conflict and request the interested person to withdraw from discussion of the transaction and/or not vote. The interested person shall leave the meeting or request a determination by the board or committee of whether a conflict of interest exists. After disclosure of the conflicting interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining, disinterested board or committee members shall decide if a conflict of interest exists before considering or acting upon any other business. After exercising due diligence, the governing board or committee shall determine whether the hospital can obtain with reasonable efforts a more advantageous transaction or arrangement with reasonable efforts from a person or entity that would not give rise to a conflict of interest. If a more advantageous transaction or arrangement is not reasonably attainable under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the hospital's best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination, the governing board or committee shall make its decision as to whether to enter into the transaction or arrangement.”

“On an annual basis, the non-conflicted hospital board members (compensation committee) receive the annual compensation and benefit survey prepared by the montana hospital association (mha). The committee also receives a report from the hospital that includes research of all critical access hospitals in the states of montana, idaho, and wyoming. Using this information the compensation committee then provides a recommendation for ceo compensation to the full hospital board. The ceo has the authority to set the compensation of other officers and key employees of the hospital. For physician compensation, the hospital uses a third-party cpa firm to gather compensation data from mgma and non-physican compensation information is from the mha compensation survey.”

“In addition to being available upon request, a copy of the form 990 is also available at www.guidestar.org.”

“Governing documents and conflict of interest policy are not made available to the public. Financial statements are made available to the public upon request.”

“Change in beneficial interest in net assets of daly hospital foundation 206,261.”