Marshall Medical Center

“James Whipple, Shannon Truesdell, Kathy Krejci, and Laurie Eldridge were Board Members of El Dorado Surgery Center during Tax Year 2016.”

“Prior to filing the form 990, management (cfo and director of finance) reviews the form 990 in detail. Any appropriate changes are made and then the form 990 is submitted to the governing board of directors (bod) audit committee, a subcommittee of the full governing bod. The full governing bod has delegated the responsibiliy of reviewing the form 990 prior to filing with the irs to the bod audit committee. The bod audit committee performs a high-level review of the form 990 and requests management to make any changes the committee deems necessary. Prior to filing the form 990 with the irs, the bod audit committee provides a summary to the full governing board of the bod audit committee's review of the form 990. At any time, both before or after filing, the complete form 990 is available upon request to any member of the governing board.”

“Our policy is to obtain on an annual basis from chief administrative officers, vice presidents, directors, assistant directors, purchasing staff, legal staff, and compliance staff a disclosure statement naming any organizations, including those affiliated with marshall medical center, in which the employee and or a member of his/her immediate family may have an interest either through employment, stock or shares ownership of five percent or more, contractual agreement, board membership, or direct compensation of $1,000 or more. Immediate family includes any spouse, parent, child/step-child, and/or sibling that live in the same household as the employee. Disclosure statements are reviewed by the chief executive officer for any actual or potential conflicts. The ceo's disclosure statement is reviewed by the audit and compliance committees of the board of directors. Additionally, upon consideration of any new contract agreement, potential parties must identify any potential interested parties in common. Should any transaction involving potential or actual conflicts of interest arise, the ceo appoints a disinterested person or committee to investigate alternatives to the arrangement in question. Due diligence is exercised to determine whether marshall medical center can, with reasonable efforts, obtain a more advantageous transaction 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 attainable under circumstances that would not give rise to a conflict of interest, the ceo makes the determination whether the transaction is in marshall medical center's best interest, benefit, and is fair and reasonable. In the event that any of the aforementioned employees or immediate family members has an outside interest that conflicts or suggests a possible conflict with marshall medical center's business interests, said employees are recused from participating in deliberations and/or decisions about a business transaction. Our policy is to obtain on an annual basis from members of the governing board a disclosure statement naming any organizations, including those affiliated with marshall medical center, in which the governing board member or an immediate family member of the board member may have an interest either through employment, ownership, contractual agreement, board membership, or compensation of $1,000 or more. Disclosure statements are reviewed by administrative office personnel for any actual or potential conflicts and are available to all board members for review. Any material findings are forwarded to administration for resolution. Additionally, upon consideration of any new contract agreement, vendors are reviewed for potential conflict of interest to identify any potential interested parties in common. Should any transaction involving potential or actual conflicts of interest arise, the transaction may be entered into only after the following steps are taken by the board: a. Concluded that the transaction will benefit the hospital and that the hospital is entering into the transaction for its own benefit (the minutes should delineate the benefit); b. Concluded that the transaction is fair and reasonable to the hospital at the time it is entered; c. Authorized or approved it in good faith by a vote of the directors without counting the vote of the interested person(s), and with knowledge of the material facts concerning the transaction and the director(s)' interest in the transaction, and d. Prior to authorizing or approving the transaction the board has determined after reasonable investigation and in good faith that the hospital could not have obtained through reasonable effort a more advantageous arrangement under the circumstances.”

“The board of directors decides the ceo's compensation with input from the audit and compliance committees using data compiled from the california healthcare association's allied for health executive compensation survey and other sources such as an independent compensation consultant, and following the executive compensation philosophy statement. The data includes hospitals from northern and southern california, as well as rural and urban hospitals. The data differentiates by bed size, operating expenses, and full-time equivalents (ftes). All information utilizes aggregate, historical information. The audit and compliance committees meet quarterly but incorporate compensation review annually when a review of the ceo's compensation is in order. The ceo (administrator) decides the compensation for the coo (assistant administrator), cno (chief nursing officer), cfo (chief financial officer), and chief of the medical clinics; reviewing them annually.the chief executive team decides compensation for all division/internal leadership vice presidents. The above compensation was determined using a statement of executive compensation philosophy created with input from an independent compensation consultant which used data compiled from the california healthcare association's allied for health executive compensation survey as well as other surveys. The data includes hospitals from northern and southern california, as well as rural and urban hospitals. The data differentiates by bed size, operating expenses, and full-time equivalents (ftes). All information utilizes aggregate, historical information.”

“- MARSHALL MEDICAL CENTER'S GOVERNING DOCUMENTS ARE MADE AVAILABLE ACCORDING TO THE CALIFORNIA CORPORATIONS CODE REQUIREMENTS. - OUR CONFLICT OF INTEREST POLICY IS AVAILABLE UPON REQUEST. - SELECTED FINANCIAL INFORMATION IS PUBLISHED ANNUALLY IN OUR PERIODIC PUBLICATION, "Report to the community." THIS PUBLICATION IS INCLUDED IN TWO LOCAL NEWSPAPERS WITH A CIRCULATION OF APPROXIMATELY 35,000 HOMES. THE PUBLICATION IS ALSO PLACED IN VARIOUS PUBLIC AREAS INCLUDING DOCTOR'S OFFICES, LIBRARIES, THE CHAMBER OF COMMERCE, REAL ESTATE OFFICES, AND ALL OF OUR LOCATION WAITING ROOMS. MONTHLY SELECTED FINANCIAL INFORMATION IS POSTED ON THE "KAIZEN" BULLETIN BOARD IN THE HOSPITAL FOR PURPOSES OF OPERATIONAL TRANSPARENCY TO THE COMMUNITY. ALSO, AUDITED FINANCIAL STATEMENTS ARE MADE AVAILABLE FOR REVIEW UPON REQUEST.”

“Physician Prof Fees: Program service expenses 35,094,611. Management and general expenses 483,093. Fundraising expenses 0. Total expenses 35,577,704. Purchase Services: Program service expenses 5,186,762. Management and general expenses 3,722,279. Fundraising expenses 0. Total expenses 8,909,041. Recruiting: Program service expenses 0. Management and general expenses 452,335. Fundraising expenses 0. Total expenses 452,335. Other Prof Fees: Program service expenses 6,419,566. Management and general expenses 209. Fundraising expenses 0. Total expenses 6,419,775.”

“Pension related changes 1,905,708.”