Memorial Health System Group

“Diane rutledge, ph.d., todd wise, and lynne barkmeier, m.d.'s spouse have a business relationship.”

“Dmh and dmhf bylaws were amended and restated for affiliation with memorial health system. Articles of incorporation were amended for affiliation with memorial health system.”

“Memorial health system is the sole corporate member of the following subordinates included in this group return: memorial medical center, decatur memorial hospital, passavant memorial area hospital association, the abraham lincoln memorial hospital, taylorville memorial hospital, memorial physician services, memorial home services and memorial health ventures. Memorial health system corporation contains 104 individual members who elect the board of directors. Other subordinates included in this group return include: springfield residential services, which has a self-perpetuating board of directors whose membership shall be approved by or be members of the board of directors for mental health centers of central illinois. Jacksonville crna's and passavant area hospital foundation's sole corporate member is passavant memorial area hospital association. Decatur memorial health foundation's sole corporate member is decatur memorial hospital. Taylorville memorial hospital foundation's sole corporate member is taylorville memorial hospital. Memorial medical center foundation's board of directors comprise its membership.”

“Memorial health system, the sole corporate member of memorial medical center, decatur memorial hospital, passavant memorial area hospital association, the abraham lincoln memorial hospital, taylorville memorial hospital, memorial physician services, memorial home services and memorial health ventures, elects the board of directs of each of those subordinate organizations included in this group return. Other subordinates included in this group return have their board of directors selected from the boards of its respective sole corporate member as follows: springfield residential services (sole corporate member: mental health centers of central illinois), jacksonville crna's and passavant area hospital foundation (sole corporate member: passavant memorial area hospital association), decatur memorial health foundation (sole corporate member: decatur memorial hospital), taylorville memorial hospital foundation (sole corporate member: taylorville memorial hospital). Memorial medical center foundation board of directors elects its board members based on specified criteria within its bylaws as representatives of the community or a relationship (formal or informal) with memorial health system or memorial medical center.”

“The respective bylaws of memorial medical center, decatur memorial hospital, passavant memorial area hospital association, the abraham lincoln memorial hospital, taylorville memorial hospital, memorial physician services, memorial home services and memorial health ventures impose reserve powers over each subordinate by the sole corporate member (memorial health system) to amend bylaws or governing documents, approval of budgets, material financial transactions over specified dollar amounts and other significant business transactions.”

“A draft copy of the mhs group form 990 and all attachments is provided to all of the memorial health system board of directors and a board committee prior to filing. All questions and comments arising from these reviews are addressed prior to submission of the return to the appropriate taxing authorities.”

“All officers, directors and key employees of the subordinate organizations included in the group return are required to review the conflict of interest policy and complete a specific disclosure statement which is attached to the policy. Memorial health system and its subordinates monitors and enforces its conflict of interest policy by identifying any potential conflicts at the time each meeting agenda is prepared. Any officer or director who has a conflict is notified of such conflict, as well as their obligation to abstain from the discussion and vote on any conflicted issues(s). Such abstention(s), if required, are documented in the minutes of each meeting. Board members are also required to update their conflict of interest disclosure statements promptly in the event of any change in personal or business activities that would require such disclosure.”

“The memorial health system board of directors has appointed a leadership compensation committee made up of independent members of the board of directors and has delegated to it the responsibility of administering, overseeing and approving all forms of compensation and benefits provided to executive leadership, including the chief executive officer and the chief financial officer. The board has adopted a leadership compensation philosophy statement describing the role and responsibilities of the committee. This philosophy expressly states the committee's intent, on behalf of the corporation, to take all the steps necessary to qualify for the rebuttable presumption of reasonableness under the federal income tax law intermediate sanctions rules. The committee analyzes every element of compensation (including current, incentive and deferred compensation) and benefits (including qualified and non-qualified benefits). The committee conducts its review and approval process at least annually, and approves compensation and benefits only to the extent that the committee has concluded that the compensation and benefits constitute no more than reasonable compensation for each executive. In connection with the most recent review and approval process, the committee received professional advice from an independent consultant and outside legal counsel. The committee consists entirely of disinterested members of the board or disinterested committee members who under state corporate law may serve on such a committee. The committee works with its compensation consultant to prepare and review in advance comprehensive data showing the compensation provided by similarly situated organizations for functionally similar positions. The committee also prepares a timely and thorough written record of its procedural criteria necessary to qualify for the rebuttable presumption of reasonableness under the federal income tax law intermediate sanctions rules.”

“The governing documents of memorial health system and its subordinates, such as articles of incorporation and any amendments thereto, are available to the general public through the illinois secretary of state's office. These governing documents, as well as the bylaws, conflict of interest policy and financial statements, are available upon request. These documents are available for the same period of time as set forth in irc section 6104(d).”

“Fees listed for constuction and computer software/support may include reimbursement of expenses in addition to payment for services.”

“All prior year balances have been updated to reflect the addition of decatur memorial hospital and decatur memorial health foundation to the group return.”

“The number of employees reported on the w-3 is for all memorial health system affiliates. Memorial health system is a common pay agent for all the affiliates and reports all employees under its ein.”

“Physician services: program service expenses 122,020,764. Management and general expenses 1,415,653. Fundraising expenses 0. Total expenses 123,436,417. Purchased services: program service expenses 44,486,824. Management and general expenses 21,143,092. Fundraising expenses 0. Total expenses 65,629,916. Contract labor: program service expenses 5,911,244. Management and general expenses 2,087. Fundraising expenses 0. Total expenses 5,913,331. Professional fees: program service expenses 700,288. Management and general expenses 3,352,358. Fundraising expenses 0. Total expenses 4,052,646.”

“Change in minimum pension liability 144,481,803. Transfers to related organizations -139,436,727. Book/tax difference 108,602. Other 33,529. Nonoperating net period benefit cost -2,240,282. Change in fair value of interest rate swap -775,814. Change in interest in net assets of foundations 10,095,270.”