Benson Hospital Corporation

“The hospital shall have only one member, tmc healthcare.”

“The hospital board shall be composed of those persons appointed by the system board of trustees and those persons who are ex officio directors.”

“Tmc healthcare shall have exclusive authority, in its sole and absolute discretion, to determine any of the following actions by or on behalf of the hospital: (a) approval of the hospital's annual operating and capital budgets and material changes thereto. The hospital board shall propose annual operating and capital budgets for the hospital, and may request material changes thereto. (b) approval of individual non-recurring unbudgeted expenditures in excess of fifty thousand and no/100 dollars, which approval can be provided by the system ceo or system chief financial officer. (c) approval of any unbudgeted capital expenditures the cost of which in any one fiscal year exceeds fifty thousand and no/100 dollars, which approval can be provided by the system ceo or system chief financial officer. (d) appointing or removing the hospital ceo. The system shall consult with the hospital board regarding candidates for the position of hospital ceo. (e) approving the hospital's strategic goals and objectives, consistent with the system's strategic goals and objectives. (f) filing for bankruptcy, making a general assignment for the benefit of creditors, or taking any similar action. (g) making any material change in the nature of the hospital's business. (h) sale, exchange or other disposition of any assets outside the ordinary course of business. (i) entering into, amending, or terminating any lease of real property. (j) engaging in any dissolution or liquidation. (k) engaging in any merger, consolidation, conversion, reorganization or issuance of any memberships. (l) entering into a management agreement with any person or entity pursuant to which it would reasonably be interpreted that the hospital is transferring management control of its operations to a third party. (m) borrowing money in the name of the hospital or utilizing property (real or personal) owned by the hospital as security for such loans, or otherwise entering into any loan, guaranty, security interest, mortgage, surety, hypothecation or other form of indebtedness, except as permitted by a policy of the system that allows management to incur debt up to but not exceeding a specified amount per transaction without additional approval. (n) making any loan, investment, transfer or disposition of any assets of the hospital or entering into any contract or incurring any liabilities on behalf of the hospital other than for fair consideration and in the ordinary course of business relating to its normal daily operation. (o) taking any other action that the system determines, in its sole and absolute discretion, may have a material adverse effect on the 501(c)(3) status of the hospital or the 501(c)(3) status or tax-exempt bonds of the system or any subsidiary or affiliate. In addition, the hospital shall not (i) acquire or create any subsidiary or acquire an interest in any affiliate without prior written approval of the system, which approval may be given, withheld or conditioned by the system in its sole and absolute discretion, or (ii) perform or commit, or authorize or direct any officer or other person or entity to perform or commit, any of the actions identified in this section with respect to a subsidiary or affiliate.”

“The form 990 was prepared by an independent accounting firm based on the audited financial statements and information provided by the accounting department of the organization. Prior to filing, a draft is provided to the ceo for review. Upon the ceo's approval a copy is provided to the board.”

“Conflict of interest policy is reviewed by the board annually. The policy covers the directors, officers, committee members, or a person related to a such person. A conflict is defined as a situation where an interested person has a beneficial interest or other link to a transaction that would reasonably be expected to exert influence on that person's judgment. Conflicting interest transactions also include transactions involving entities with which an interested person is affiliated persons who control entities with an interested person is affiliated and persons who are general partners principals or employers of an interested person. Interested persons must disclose conflicting interests to the board when and where appropriate and cannot play a direct or indirect role in deliberations of vote on the related matter. Directors or committee members who do not have a conflicting interest with the transaction vote to approve the related transaction.”

“Tmc is responsible for the payment of compensation and benefits as well as the process for reviewing and approving compensation and benefits for administrative leadership. For the chief executive officer and chief financial officer as well as other senior leadership positions the compensation committee contracts directly with sullivan cotter, an independent third-party compensation consultant, who periodically provides a written report containing a summary of relevant, contemporaneous benchmark information and makes recommendations regarding the level of compensation and benefits that would be reasonable. The compensation committee carefully reviews the information, discusses it directly with the consultant and makes recommendations based upon the information provided. The compensation committee then makes its final recommendation to the ull board for their approval.”

“Tmc is responsible for the payment of compensation and benefits as well as the process for reviewing and approving compensation and benefits for administrative leadership. For the chief executive officer and chief financial officer as well as other senior leadership positions the compensation committee contracts directly with sullivan cotter, an independent third-party compensation consultant, who periodically provides a written report containing a summary of relevant, contemporaneous benchmark information and makes recommendations regarding the level of compensation and benefits that would be reasonable. The compensation committee carefully reviews the information, discusses it directly with the consultant and makes recommendations based upon the information provided. The compensation committee then makes its final recommendation to the full board for their approval.”

“The organization makes its governing documents conflict of interest policy and financial statements available to the public upon request.”

“Barbara hartley is compensated related to services performed at benson hospital. No board member receives compensation for their duties as board members.”

“PHYSICIAN SERVICES - Total Expense: 2543287, Program Service Expense: 2249120, Management and General Expenses: 294167, Fundraising Expenses: ; PURCHASED SERVICES - Total Expense: 1898463, Program Service Expense: 1696421, Management and General Expenses: 202042, Fundraising Expenses: ; OTHER PROFESSIONAL FEES - Total Expense: 657200, Program Service Expense: 587258, Management and General Expenses: 69942, Fundraising Expenses: ; MEDICAL DIRECTOR - Total Expense: 98923, Program Service Expense: 98923, Management and General Expenses: , Fundraising Expenses: ;”