Ahsnf Inc

“The organization delegated control over management duties to the charlotte-mecklenburg hospital authority (cmha), as described in an integration agreement entered into between the organization and cmha, effective february 1, 2020. Per the integration agreement, the organization engaged cmha to manage and oversee the day-to-day activities and operations of the organization, which involve cmha providing administrative services, resources, personnel, and staff. Cmha provides these services and staff to the organization at cost. Directors, officers, and key employees of the organization are also officers and/or employees of cmha. See form 990, part vii for all compensation received by directors, officers, and key employees from cmha, a related organization.”

“The directors of the filing organization are appointed by the charlotte-mecklenburg hospital authority.”

“The charlotte-mecklenburg hospital authority may remove a director at any time with or without cause. The corporation's articles of incorporation may be amended or restated from time to time by the board of directors, subject to approval by the charlotte-mecklenburg hospital authority. The corporation's bylaws may be amended or repealed, and new bylaws may be adopted, by the board, except as otherwise provided in the corporation's articles of incorporation or by law. Any amendment to the provisions pertaining to board appointment rights is subject to approval by the charlotte-mecklenburg hospital authority.”

“The filing organization's board of directors receives a copy 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 conflict of interest (coi) policy protects the interests of the organization when it is contemplating entering into a transaction or arrangement that might benefit the private interests of an officer or director of the organization, or might result in a possible excess benefit transaction, and is intended to supplement but not replace any federal/state laws governing conflict of interest that are applicable to the organization. The conflict of interest policy applies to "interested persons", which are defined as members of the organization's board of directors, members of a committee with delegated powers from the organization's board of directors, or principal officers of the organization if any such persons have a direct or indirect financial interest. An interested person must disclose the existence of the financial interest, and be given the opportunity to disclose all material facts, to the organization's board of directors or its applicable committee that is considering the proposed transaction or arrangement. In the event the organization's board of directors or its applicable committee determines that a conflict of interest exists, the interested person may present relevant information about the proposed transaction or arrangement to the organization's board of directors or its applicable committee, but after such presentation the interested person shall leave the meeting while the remaining members of the organization's board of directors or its applicable committee discuss and vote upon the proposed transaction or arrangement. The chairperson of the organization's board of directors or its applicable committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. After exercising due diligence, the disinterested members or applicable committee shall determine whether the organization can with reasonable efforts obtain a more advantageous transaction or arrangement from a person or entity that would not present a conflict of interest. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the disinterested members or applicable committee shall determine by a majority vote whether the proposed transaction or arrangement is in the organization's best interest, for its own benefit, and fair and reasonable and, in accordance with such determination, shall determine whether to approve the proposed transaction or arrangement. If the organization's board of directors or its applicable committee has reasonable cause to believe that an interested person has failed to disclose an actual or possible conflict of interest, it shall inform the interested person of the basis for such belief and afford the interested person an opportunity to explain the alleged failure to disclose. If, after hearing the interested person's response and making further investigation as warranted by the circumstances, the organization's board of directors or its applicable committee determines that the interested person has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.”

“The organization pays no compensation to officers, directors and key employees. All compensation paid to officers, directors and key employees was paid by a related organization, the charlotte-mecklenburg hospital authority (cmha). The compensation and benefits committee (the "committee") of the advocate health, inc. Board of directors has authority as cmha 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 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 cmha 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 independence; 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 and are available on the website of the north carolina secretary of state. 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 is available to the public on request. The organization's financial statements are available to the public by including them as part of the annual information statement of the charlotte-mecklenburg hospital authority (cmha) filed on the msrb website (emma).”

“Other professional fees: program service expenses 12,236,767. Management and general expenses 513,212. Fundraising expenses 0. Total expenses 12,749,979.”

“Intercompany adjustments 15,568,529.”