Taos Health Systems Inc

“The board of directors has an executive committee consisting of the officers of the board and the immediate past board chair. The executive committee has the power and authority of the board when the board is not in session to transact all regular business, subject to any prior limitations imposed by the board or by statute. In addition, the executive committee (a) establishes standards for and reviews the performance of the individual board members and the salaried officers and reports thereon to the board; (b) meets with the ceo on an annual basis, concurrent with the fiscal year-end, for an evaluation of the ceo's performance; (c) makes recommendations to the board concerning the compensation and terms of employment of the ceo and other salaried officers; (d) reviews and makes recommendations to the board on the composition and services of the board and its committees; (e) implmeents the conflict of interest policies; and (f) develops and oversees a program for the orientation of new board members and for continuing education of all directors.”

“Minutes were not kept for executive committee meetings. However, the executive committee's actions were reported to the board of directors.”

“The form 990 was completed by an independent accounting firm which forwarded the completed return to the ceo and cfo for review to determine completeness and accuracy. Once approved by both the ceo and cfo, a copy was provided to the board of directors for review. The board of directors approved the final copy prior to filing with the irs.”

“The compliance committee monitors and enforces the conflict of interest policy. Board of directors members, senior leaders, directors and key employees must complete a conflict of interest statement annually. In the event of a conflict of interest, the body to which such conflict of interest disclosure is made shall determine, by majority vote, whether the disclosure requires that non-voting and non-participation provisions must be observed. The minutes of any meeting where a conflict of interest is noted shall reflect the disclosure made, the vote thereon and, where applicable, the abstention from voting and participation, and whether a quorum was present.”

“The professional services agreement for the ceo, cfo and cno state that the hr director will review the market data for this position. The data used in 2019 was the nm hospital association salary survey which reflected that the pay for this position was within 5% of the defined market. Qhr salary survey data from ernst and young was used for national benchmarking. A simple average of three components (new mexico, adjacent states and national) was used to calculate the market rate. The executive committee then reviews the recommendation and approves the ceo compensation. This process was last completed in 2021.”

“All governing documents, conflict of interest policy and audited financial statements are available to the public upon request.”

“Professional fees: program service expenses 2,448,681. Management and general expenses 12,000. Fundraising expenses 0. Total expenses 2,460,681. Purchased services: program service expenses 11,673,545. Management and general expenses 3,968,794. Fundraising expenses 0. Total expenses 15,642,339.”

“The process for oversight and selection of an independent accountant has not changed from the prior year.”