St Luke'S Wood River Medical Center

“Andy Scoggin has a business relationship with Dan Krahn.”

“St. Luke's Health System, Ltd. is the sole member of St. Luke's Wood River Medical Center, Ltd.”

“St. Luke's Wood River Medical Center, Ltd. (Corporation) and St. Luke's Health System, Ltd. (Member) cooperatively select and employ the CEO of the Corporation. St. Luke's Health system, Ltd. is the sole member of the Corporation.”

“St. Luke's Health System, Ltd. (Member) maintains approval and implementation authority over St. Luke's Wood River Medical Center, Ltd. (Corporation). Actions requiring approval authority may be initiated by either the Corporation or its Member, but must be approved by both the Corporation (by action of its Board of Directors)and the Member. Actions requiring approval authority of the Member include: (a) Amendment to the Articles of Incorporation; (b) Amendment to the Bylaws of the Corporation; (c) Appointment of members of the Corporation's Board of Directors, other than ex officio directors; (d) Removal of an individual from the Corporation's Board of Directors if and when removal is requested by the Corporation's Board of Directors, which request may only be made if the Director is failing to meet the reasonable expectations for service on the Corporation's Board of Directors that are established by the Member and are uniform for the Corporation and for all of the other hospitals for which the Member then serves as the sole corporate member. (e) Approval of operating and capital budgets of the Corporation, and deviations to an approved budget over the amounts established from time to time by the Member; and (f) Approval of the strategic/tactical plans and goals and objectives of the Corporation. Implementation Authority means those actions which the Member may take without the approval or recommendation of the Corporation. This authority will not be utilized until there has been appropriate communication between the Member and the Corporation's Board of Directors and its Chief Executive Officer. Actions requiring implementation authority include: (a) Changes to the Statements of mission, philosophy, and values of the Corporation; (b) Removal of an individual from the Corporation's Board of Directors if and when the Member determines in good faith that the Director is failing to meet the Approved Board of Member Expectations. This authority to remove Directors shall not be used merely because there is a difference in business judgment between the Director and the Corporation or the Member, and shall never be used to remove one or more Directors from the Corporation's Board of Directors in order to change a decision made by the Corporation's Board of Directors; (c) Employment and termination of the Chief Executive Officer of the Corporation; (d) Appointment of the auditor for the Corporation and the coordination of the Corporation's annual audit; (e) Sales, lease, exchange, mortgage, pledge, creation of a security interest in or other disposition of real or personal property of the Corporation if such property has a fair market value in excess of a limit set from time to time by the Member and that is not otherwise contained in an Approved Budget; (f) Sale, merger, consolidation, change of membership, sale of all or substantially all of the assets of the corporation, or closure of any facility operated by the Corporation; (g) The dissolution of the Corporation; (h) Incurrence of debt by or for the Corporation in accordance with requirements established from time to time by the Member and that is not otherwise contained in an Approved Budget; and (i) Authority to establish policies to promote and develop an integrated, cohesive health care delivery system across all corporations for which the Member serves as the corporate member.”

“The Form 990 is reviewed by an independent public accounting firm based on audited financial statements of the St. Luke's Health System and with the assistance of the organization's finance and accounting staff. A complete copy of the Form 990 is made available to the Board of Directors prior to filing.”

“The organization annually reviews the conflict of interest policy with each board member and also with new board members. Persons covered under the policy include officers, directors, senior executives, non-director members of Board committees, and others as identified by a senior executive. At all levels the board is responsible for assessing, reviewing, and resolving any conflicts of interest that have been disclosed by a covered person, or a conflict of interest disclosed by a covered person with respect to a covered person other than himself/herself. Where a conflict exists, the affected parties must recuse themselves from participating in any discussion and/or vote related to the conflict.”

“Executive compensation is set by St. Luke's Boards of Directors and is reviewed annually. Compensation levels are based on an independent analysis of comparable pay packages offered at similar institutions across the country, with the goal of placing executives in the 50th percentile in aggregate of those surveyed. These surveys are usually done annually. St. Luke's Health System is committed to providing the highest quality medical care to all people regardless of their ability to pay. To keep that commitment, St. Luke's puts a great deal of time and effort into recruiting and retaining the top physicians in a variety of medical fields. Our relationships with physicians range from having privileges at the hospital to full employment. For those physicians who choose to be employed, St. Luke's must offer competitive pay and benefits. Physician compensation is based on a range of criteria and can be influenced by a number of variables including: -Community need for medical specialty -Experience -Productivity -Geography -National surveys adjusted for local conditions -Willingness to serve regardless of patients' ability to pay -Duration of relationship and contractual terms -Performance on quality metrics To ensure physician compensation and benefits remain within industry standards and legal requirements for not-for-profit institutions, St. Luke's has a Physician Arrangements policy that specifies circumstances requiring a third-party valuation and also periodically uses third-party consulting firms to review St. Luke's physician compensation arrangements. Given the growing national shortage of physicians, recruiting and retaining physicians is more critical than ever to guarantee that people seeking care at St. Luke's will continue to have access to the physicians and specialists they need regardless of their insurance status or insurance provider.”

“The organization's governing documents, conflict of interest policy, and financial statements are not available to the public. Form 990 is available for public inspection on our website, which contains financial information.”

“Allocation of Compensation and Hours: It should be noted that the hours reported for the directors (employed by St. Luke's), officers, key employees, and highest-paid employees are based on a minimum 40-hour work week. However, due to the demands of their roles within the St. Luke's Health System, the hours worked by these individuals often exceed the minimum required 40 hours.”

“Accounts payable and payroll process are consolidated at the supporting organization level (St. Luke's Health System, Ltd). Therefore, corresponding reporting for 1099's and W-2's occurs at that level.”