Community Hospital Anderson

“Classes of members or stockholders the members consist of the board of directors of community hospital of anderson and madison county, inc.”

“Election of members and their rights the foundation's articles of incorporation state the corporation shall have one class of voting members consisting of the board of directors of community hospital of anderson and madison county, inc. The members of the corporation vote for and elect the foundation board of directors. The articles also give the members the right to fill any vacancy among the directors and the board of directors the right to remove any director by a vote of the majority.”

“Decisions subject to approval of members the foundation's articles of incorporation state the "members" of the foundation are the board of directors of community hospital of anderson and madison county, inc. They are the ones who officially elect the foundation board of directors. The foundation board of directors are authorized to exercise all powers related to the foundation without authorization or approval of the members of the foundation except those statutorily required approvals under the indiana nonprofit act.”

“Organization's process to review form 990 community health network, inc. ("chnw") has assumed responsibility for community hospital anderson foundation's ("chaf") audit, compliance, finance, and executive compensation matters, including specifically the preparation and review of chaf's form 990. Chnw's board of directors has delegated authority for the review of chaf's form 990 to two committees composed of independent outside directors: a) the chnw executive compensation committee reviewed the compensation aspects of chaf's form 990, and b) the chnw finance committee reviewed the remainder of the form 990. In addition, chaf's outside accounting firm and law firm reviewed the form 990 prior to filing. Chaf and chnw utilized this process to ensure that chaf's form 990 received substantive review by directors and professionals with specific knowledge of chaf's activities and extensive financial, accounting and tax expertise.”

“Enforcement of conflicts policy community hospital anderson foundation, inc. Monitors the conflict of interest policy by making sure that the foundation board members sign a conflict of interest statement annually. The executive committee, which consists of the officers, would address any conflicts of interest. The annual disclosure requires board members to disclose, in writing, any known financial interest that the individual (together with family members) has in any business entity that transacts business with chaf. In addition, board members are required to immediately disclose any possible conflict of interest that arises mid-year in relation to a proposed transaction. The conflict of interest policy requires that any individual with a conflict be recused from the decision making process, that independent directors or committee members determine that the proposed transaction is in the best interest of chaf, and the transaction must be approved by a vote of independent directors or committee members without the participation of any interested individual.”

“Compensation process for top official as a member of the network, chaf is subject to the executive compensation practices and procedures of chnw, the network parent. Chnw has adopted an executive compensation and intermediate sanctions policy that applies to chaf. The purpose of the policy is to ensure that chaf's compensation arrangements with related parties are evaluated and entered at arms length and that any compensation that is paid to a related party is reasonable and reflects fair market value. This policy encourages the application of the rebuttable presumption standard of code section 4958 and the related treasury regulations by: a) excluding any interested party from the decision making process, b) requiring disinterested board or committee members to obtain and rely upon comparability data when setting the proposed compensation terms, c) requiring approval of the transaction in advance by disinterested directors or committe members, and d) requiring contemporaneous documentation (i.e. Minutes) reflecting the decision and the process by which it was made. Chnw has delegated authority regarding chaf's executive compensation to a) the network executive compensation committee, composed of independent outside directors, which is responsible for applying the terms and process of the executive compensation and intermediate sanctions policy as outlined above, and b) the network chief human resources officer who is responsible for obtaining comparative salary market data for the chief executive officer, officers, and key employees, engaging an independent compensation consultant to provide reasonable compensation analysis and/or confirm the reasonableness of compensation, and providing staff support to the network executive compensation committee. During 2024, the network executive compensation committee followed this process for all senior executive leaders.”

“Governing documents disclosure explanation a) the articles of incorporation and business entity report are on file with the indiana secretary of state and are available to the public upon request to the indiana secretary of state or free of charge on the secretary of state's website. B) while not available to the public, the conflict of interest policy is described in part vi, line 12c. C) community hospital anderson foundation, inc. Does not have individually audited financial statements. Its financial results are included in the consolidated financial statements of community health network, inc. And affiliates. As such, there are no individual financial statements to post. Community hospital anderson foundation, inc. Does file the 990 tax return on an annual basis which is available upon request and/or available on a delayed basis on guidestar.org. D) community health network, inc. And affiliates provide any document open to public inspection upon request.”

“Form 1099's were processed under the name and federal identification number of community health network, inc.”