Navicent Health Baldwin Inc

“Navicent health, inc. Is the sole member of the organization.”

“The board of directors of navicent health, inc. Appoints the members of the board of directors of navicent health baldwin. Navicent health, inc., as the sole member of the organization, may also remove the members of the board of directors.”

“Navicent health baldwin may not take certain actions without the prior approval of navicent health, inc., the organization's sole member. These actions are: 1) amend or restate the articles of incorporation or bylaws of the organization, 2) appoint or remove the president or ceo of the organization, 3) appoint or remove a member of the organization, 4) organize any subsidiary of the organization or enter into any joint venture, 5) adopt a plan of liquidation or dissolution, 6) enter into any sale, mortgage or other disposition of all or substantially all of the organization's assets, 7) adopt a plan of merger or consolidation with another entity, 8) adopt or amend an annual or capital budget or make any expenditure except pursuant to policies established by navicent health, or 9) amend, terminate or enter into any lease of a hospital to which the organization is a party.”

“The filing organization's board of directors receives copies of the form 990 with sufficient time to permit review, comment, and questions prior to its filing. If modifications are required following such review and comment, the revised form 990 is redistributed to all directors prior to its filing with the irs, along with a report noting the modifications.”

“The organization requires its officers, directors and key employees to annually review the conflict of interest policy and determine any potential conflicts of interest. Any potential conflicts noted in the questionnaire are reviewed by a standing committee for appropriate resolution. All members of the board of directors are required to determine and report annually, and as they arise, any potential conflicts of interest to the secretary of the board of directors. The resolution of potential and actual conflicts is subject to the approval of the chair of the board.”

“The compensation, benefits, and equity committee (the "committee") of the advocate health, inc. Board of directors has authority as the navicent health board delegates to it, for the review and approval of senior executive compensation, including senior executive incentive plans. No member of the committee is an employee of navicent health, inc. Or the filing organization. The committee relies upon an external, independent compensation consultant experienced in healthcare to provide the committee with compensation comparability data for new executive position appointments and for compensation reviews for existing executives. The consultant, which is retained directly by the committee, provides third-party information and evaluates the competitiveness and reasonableness of executive compensation and benefits programs in relation to market practices for similarly situated healthcare organizations. The committee makes its decisions with respect to executive compensation in accordance with navicent health, inc. And the filing organization's policies, irs regulations, and standard corporate governance practices. Such policies include adherence to executive compensation philosophy and review processes; processes ensuring committee member and compensation consultant independent; use of valid market comparisons of data from healthcare organizations of similar size, structure, and complexity, and establishment of the rebuttable presumption of reasonableness, per irs guidelines. Minutes of the deliberations of the committee are maintained in the advocate health, inc. Legal department.”

“The organization's articles of incorporation are available to the public on request. The organization's bylaws are not published, but provisions from the bylaws are included as necessary in the organization's policies and are attached to the form 1023 filed for the organization with the irs, which is publicly available. The conflict of interest policy and financial statements are available to the public on request.”

“Contract and consulting services: program service expenses 17,879,707. Management and general expenses 2,861,947. Fundraising expenses 0. Total expenses 20,741,654.”