Cth Physicians Clinic

“The sole member of the organization is carson-tahoe health system, a tax-exempt organization.”

“The governing body is appointed by carson-tahoe health system, the parent company.”

“The approval of carson-tahoe health system is required for each of the following: a) the approval of annual operating and capital budgets; b) the liquidation, consolidation, merger or transfer of substantially all of the assets; c) guarantee an obligation of other persons; d) any acquisition of another entity, facility, or capital asset; e) borrow a sum from any source; f) the entering into, amendment or termination of significant and material contracts; g) bind carson-tahoe health system to any obligation; h) the issuance of additional membership interests; i) the amending of the bylaws or articles of incorporation; j) changes to the compensation model; k) the strategic plan”

“The organization engaged an independent accounting firm to prepare and review the 990. The 990 was then reviewed by the organization's officers and the accounting personnel with the independent accounting firm. Through the review process, any clarifications or corrections that needed to be made were made. The form 990 was then reviewed by the finance committee of the board with the independent accounting firm. Any questions or concerns the finance committee raised were addressed and any corrections or clarifications that needed to be made were made. The final form 990 with all required schedules was then provided to all voting members of the board prior to filing the form 990.”

“Actual or potential conflicts of interest must be disclosed by the interested party to the board or a committee. If any interested person becomes aware of a potential conflict before the matter is under consideration by the governing body or the committee then the interested person may disclose the potential conflict of interest to the hospital's management personnel or the chair of the board. After exercising due diligence, the board or committee shall determine whether the organization can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the hospital's best interest, for its own benefit, and whether it is reasonable. Employees and others engaged by the board must seek guidance and approval from appropriate management personnel prior to pursuing any business or personal activity that might constitute a conflict of interest. If the board or committee has reasonable cause to believe a board or committee member or employee has failed to disclose actual or possible conflicts of interest, the member or employee will be informed of the basis for such belief and afforded an opportunity to explain the alleged failure to disclose. If, after hearing an employee's or director's response, and after making further investigation as warranted by the circumstances, it is determined that there was a failure to disclose, there will be appropriate disciplinary and corrective action, which could include, without limitation, termination of the person's employment or directorship. The ceo or his or her designee shall provide to the board and all executive officers, staff, and volunteers, a copy of the conflict of interest policy and the applicable conflict of interest disclosure form and questionnaire, which shall be completed to identify any relationships, positions or circumstances wherein it is believed a conflict may arise. Such annual monitoring and review procedures shall be part of the corporate compliance program. An appropriate report shall be submitted to the board concerning any interest disclosed.”

“Carson-tahoe health system's executive compensation committee determines the total compensation package for the ceo based on market surveys positioned so that midpoint will target the 50th percentile. Incentives will be positioned to provide total cash compensation at the 50th percentile for on-plan performance. Benefits will be positioned at market competitive levels. The last review was conducted by kavea in 2024. Base salaries for other officers and key employees will be positioned so that midpoints target the 50th percentile. Executive salaries will be administered within ranges built around the 50th percentile and based on performance, experience, tenure, and other relevant factors as evaluated by ceo. Incentives will be positioned to provide total cash compensation at the 50th percentile for on-plan performance. Achieving maximum incentives may raise total compensation to approximately the 65th percentile. Benefits will be positioned at market competitive levels. The last review was conducted by kavea in 2024.”

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