Marin General Hospital

“Marinhealth medical center (mhmc) has one general member, marin healthcare district (mhd), a political subdivision of the state of california. In addition, the bylaws provide for a "special member" (with the power to nominate 2 members of the board of directors): the regents of the university of california on behalf of ucsf health.”

“Marin healthcare district (the "general member") does not have the power to appoint members of the governing body; however, the general member does have the right to reject all appointees to the board of directors. The regents of the university of california on behalf of ucsf health (the "special member") may nominate two members of the board of directors, who must also be approved by the general member.”

“Neither the board nor any officer or employee of mhmc may take any of the following actions, or approve a subsidiary or an affiliate taking the following actions, without the prior approval, or any of the specified actions, of the general member: (a) any corporate merger, consolidation, reorganization, or dissolution of this corporation that would change the general member's status as sole corporate member or owner of the land and assets leased by this corporation; (b) any transaction requiring the consent or approval of the general member pursuant to the lease of the mhmc campus and facilities by the general member to this corporation, commencing december 2, 2015, as it has been or may be amended ("the lease"). (c) any material transfer by sale, lease, debt or encumbrance, or other disposition, of any of the assets of the corporation, real or personal, outside the ordinary course of hospital business. Notwithstanding the foregoing, the following will not require the prior approval of the general member: (i) any transaction amounting to a transfer of less than ten percent (10%) of the assets of the corporation, as of the month immediately preceding the transaction, to another legal entity in connection with an affiliation or joint venture investment or service operation off the mhmc campus; (ii) a financing transaction, including, but not limited to, debt financing or borrowings, equity financings, capitalized leases and installment contracts, expected to amount in total principal value to less than ten percent (10%) of net patient services revenue, as of the month immediately preceding the transaction; (iii) the general member shall in its discretion consider extending the above threshold requirements based on additional percentages of total assets or patient revenue, and any such allowance shall comply with applicable california laws or regulations governing transfers of assets of a healthcare district (e.g., health & safety code section 32121 (p)). (d) in addition to thresholds for approvals required for individual transactions described in subsection (c) above, approval of the general member shall be required for any transaction which, on a proforma basis, would cause the corporation to be in violation of any financial loan or bond covenant, as they exist at the time of the transaction, or that would cause the corporation's debt to capitalization ratio to exceed 50%. (e) any transactions with long-term (more than three-year) land or facility impacts (e.g., new construction or renovation) requiring general member approval pursuant to the lease or costing the equivalent of ten percent (10%) or more of mhmc then existing total assets (approximately $27 million at december 31, 2015). (f) any long-term campus development plan that restricts future land use options or requires regulatory changes to land use permits/designations will require general member approval. (g) any transaction that causes or is anticipated to cause a downgrade in bond rating by a standard rating agency requires general member approval regardless of size of the transaction. (h) the general member shall retain an independent audit firm consistent with standard industry financial practice on behalf of the corporation. The audit firm will then provide services to mhmc's management and its board as overseen by the mhmc board audit subcommittee. Final audit reports will be presented to the general member (subject to public review), the board, and management of mhmc. (i) contracting with an unrelated third party for all, or substantially all (50 percent or greater), of the management of the assets or operations of this corporation or any subsidiary or affiliate entity. (j) amendment or restatement of the articles of incorporation. (k) bylaw approvals (l) any changes to the mission statement of the corporation for mhmc. (m) any changes to the corporate dissolution rights (initiation of dissolution and disposition of assets) of the general member. (n) approval of”

“The form 990 is prepared by an independent accountant, in conjunction with the organization's accounting and finance department. The draft form 990 is then reviewed by the controller and cfo; adjustments are made, as necessary. A complete copy of the form 990 is then provided to all voting members of the board of directors for review and comment prior to filing with the internal revenue service.”

“Each individual board member and officer signs an acknowledgement form that they have read the conflict of interest policy. In addition, a disclosure statement is completed by all officers and board members annually. On this statement the covered individual lists a wide range of information which includes business relationships, employment relationships, property interests, and those of related parties. The ceo and board chair reviews these statements and monitors situations that may pose a potential conflict of interest. The ceo and board chair may consult with legal counsel as necessary. In the event of a potential conflict of interest, the conflicted individual must disclose the existence and nature of the relationship. The board chair may appoint a disinterested person or committee to investigate the conflict. Until the potential conflict is resolved, the board chair may request the conflicted individual to leave the room or not participate during related presentations and discussions. In all circumstances involving an actual conflict, the conflicted individual shall refrain from voting on any matter related to the transaction.”

“The executive committee of the hospital's board of directors retains ultimate discretionary authority over all elements of compensation to assure that organizational purposes are appropriately being served. The executive committee uses credible data sources and maintains an objective "arms-length" decision-making process, ensuring the integrity of the hospital's executive programs and consistency with the organization's overall mission. In order to ensure external competitiveness, national, california and local market area compensation data comparisons are reviewed. Competitive analysis includes: (a) base salary, (b) total cash (base salary + annual incentive), and (c) total remuneration (base salary + annual incentive + benefits and long-term incentive). This analysis includes comparable organizations and geographic considerations. For the most senior executive positions, national and regional comparisons for organizations similar in size, scope and complexity as the hospital are most appropriate. All officers and key employees of the organization undergo a review annually.”

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

“Purchased services: program service expenses 60,838,287. Management and general expenses 22,453,113. Fundraising expenses 0. Total expenses 83,291,400. Professional fees - physicians: program service expenses 66,278,239. Management and general expenses 0. Fundraising expenses 0. Total expenses 66,278,239.”

“Benefit plan related changes 17,107,035. Change in beneficial interest in marinhealth foundation 14,960,448.”