Marshfield Clinic Health System

“Marshfield clinic health system, inc. (a wisconsin nonstock, nonprofit organization described in code section 501(c)(3)) is the sole member of marshfield clinic health system foundation, inc.”

“Marshfield clinic health system, inc. (as the sole member) has the reserve power to appoint or remove members of the board of directors of marshfield clinic health system foundation, inc.”

“Marshfield clinic health system, inc. (the sole member) has the right to approve any changes to the articles of incorporation and bylaws of marshfield clinic health system foundation, inc. Marshfield clinic health system, inc. (the sole member) has the right to initiate and approve long-term borrowing and other forms of long-term indebtedness, initiate and approve the purchase, sale or encumbrance of real and personal property and approve or disapprove annual operating and capital budgets. Marshfield clinic health system, inc. (the sole member) also has the right to initiate and approve any of the following actions: merger, consolidation, affiliation or joint venture with any other entity or entities; liquidation, reorganization or dissolution of the organization; filing of a voluntary petition in bankruptcy; any change in control of the organization.”

“The form 990 is prepared internally by the tax department and reviewed by executive management. The tax department prepares return highlights and key disclosures for the executive management team. An external accounting firm reviews and signs the return. Before the return is filed, a complete copy is provided to the current board of trustees.”

“All officers, board directors, and key employees of every marshfield clinic health system (mchs) entity, as well as any other person designated by the audit and compliance committee (acc) to be a required reporter by virtue of his or her position at a system entity, shall annually complete a conflict of interest disclosure form. Such forms shall be distributed and recorded by the system's designated compliance officer. All financial interests disclosed as part of the annual disclosure process shall be reviewed by the acc. The acc shall inform the board of disclosed financial interests which may bear upon or relate to a transaction upon which the board or another board, committee or other body of a system entity, may deliberate or act. In addition to the annual disclosures, if at any time between annual disclosures, a required reporter becomes aware that the board, or a board, committee or other body, of any system entity may deliberate or act upon any transaction that may have any bearing of any kind upon, or may relate in any manner to, an existing, intended or expected financial interest of the required reporter, he or she shall disclose the financial interest to the relevant system entity board, committee or body chair, as well as to the system's compliance officer, in advance of any deliberations or action, written disclosure of the existence, nature and extent of his or her financial interest. All written or oral disclosures of financial interests shall be recorded in the minutes of the board and by the office of the compliance officer. The compliance officer shall disclose the completed forms as necessary to those mchs employees responsible for completion of the irs form 990.”

“The system's independent compensation committee (compensation committee) shall have final authority for approving compensation and benefits of all disqualified persons (as that term is defined in 4958 of the internal revenue code (the code)) employed by the corporation, including but not limited to the corporation's ceo. The term disqualified persons includes (but is not limited to) any person (or the person's family member) who was, at any time during the 5-year period ending on the date of the transaction, in a position to exercise substantial influence over the affairs of the organization. It shall be the responsibility of the compensation committee to insure that the system does not pay an amount that exceeds reasonable compensation for any disqualified person. The compensation committee and its operating procedures shall be designed to establish the rebuttable presumption of reasonableness of compensation outlined in treasury reg. Sec. 53.4958-6 with respect to each disqualified person. In determining reasonableness of compensation, the compensation committee shall evaluate appropriate information as to comparability of compensation, including but not limited to: compensation levels paid by similarly situated organizations for comparable positions; the availability of similar services in the system's geographic area; current compensation surveys compiled by independent firms; and actual written job offers from similar institutions. The compensation committee shall have independent authority to obtain outside expert opinions on the reasonableness and fair market value of compensation and gather other information it considers necessary or appropriate to make its decisions on compensation. The compensation committee shall timely document its determination of reasonableness of compensation.”

“Marshfield clinic health system foundation, inc. Does not make its current governing documents, conflict of interest policy or financial statements available to the public unless included as part of a form that is required to be publicly available.”

“Marshfield clinic health system (including marshfield clinic health system foundation, inc.) is a member of various healthcare associations (i.e. Wisconsin hospital association) that may perform some lobbying activity. All associated dues are disclosed on the form 990 of marshfield clinic health system, inc.”

“Compensation reported for the independent contractors has been paid by a related organization and central purchasing organization, marshfield clinic health system, ein 46-1495343. Compensation reported represents services solely provided to marshfield clinic health system foundation, inc so is included as if paid by the organization. Marshfield clinic health system has complied with a/p filing requirements.”

“All personnel services for marshfield clinic health system foundation, inc. Are performed by employees of marshfield clinic health system, inc.”

“Expenses reimbursed by mchs (see explanation below): program service expenses 0. Management and general expenses -433,483. Fundraising expenses -2,059,482. Total expenses -2,492,965.”

“All general and administrative expenses and fundraising expenses (the "expenses") are paid for by marshfield clinic health system (mchs) to ensure that 100% of donor funds are used to support mchs's work of accessible, affordable, compassionate health care. As a result, the net cost of these expenses funded by the foundation is $0.”

“Net assets released from restriction 2,422,995. Change in split interest agreements -83,488. Net asset transfers with related organizations -4,546,212.”