Carson-Tahoe Health System

“The board of directors has an executive committee consisting of the chair of the board, the ceo, and four other members of the board of directors. Between board meetings, except as its powers are otherwise limited, the executive committee has and exercises the authority of the board of directors in the management of the organization. No act of the executive committee, when exercising the delegated powers of the board, are valid unless approved by the vote or written consent of a majority of the board.”

“Ed epperson, andrea weed, don hataway, james gibson, and dr. Jeffrey upton all have a business relationship due to also serving as officers or board members of a related for-profit entity, carson tahoe physician clinics.”

“Carson-tahoe health system's membership includes but need not be limited to residents of the urban and rural areas of the consolidated municipality of carson city, nevada. The majority of members shall be residents of carson city, nevada. The number of members is limited to 60 at any given time. Any individual may apply to be a member of the organization.”

“The board of directors is elected by the members of the organization.”

“The members of the organization may, by a two-thirds majority vote, remove an individual from the board of directors. Amendments to the articles or bylaws require approval of a majority of the members.”

“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. An interested person may make a presentation and answer questions posed at a board or committee meeting, but after the presentation, he or she shall leave the meeting during the discussion of, and vote on, the transaction or arrangement involving the potential conflict of interest. The chair of the board or committee shall, if he or she deems appropriate, appoint a disinterested person or committee to investigate the potential conflict of interest and alternatives to the applicable transaction or arrangement or other resolution of a potential conflict of interest. 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. Carson tahoe continuing care hospital's chief executive, working with the chair, will be responsible to ensure those conducting auditing and monitoring reviews of internal control are free from any conflicts of interest or other influences that would impair their ability to objectively carry out their duties without bias. If the board or committee of carson tahoe continuing care hospital 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 plan. An appropriate report shall be submitted to the board concerning any interest disclosed. Each member of the board and all executive management shall disclose fully and frankly any and all actual or potential conflicts of duality of interest or responsibility, whether individual, personal, or business, which may exist or appear to exist to carson tahoe continuing care hospital on any matter of business which may come before the board (including its committees.)”

“The 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. 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 the hay group in 2016. 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. Incentive 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 the hay group in 2016.”

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

“Effective january 2016, ownership of carson tahoe cardiology, llc was transferred to carson tahoe physician clinics. Effective january 2016, carson tahoe health foundation dissolved its corporate structure and transferred its assets to carson tahoe regional healthcare. The foundation continues its operations as a department of carson tahoe regional healthcare.”

“Physician fees: program service expenses 102,060. Management and general expenses 0. Fundraising expenses 0. Total expenses 102,060. Consulting and management fees: program service expenses 1,059,139. Management and general expenses 0. Fundraising expenses 0. Total expenses 1,059,139. Other purchased services: program service expenses 6,478,147. Management and general expenses 0. Fundraising expenses 0. Total expenses 6,478,147.”