Marin General Hospital

“Marin general hospital has one sole corporate member, marin healthcare district, a political subdivision of the state of california.”

“The board of directors of marin healthcare district may, by resolution, authorize a person or committee of persons to exercise its vote on any matter to come before the membership of marin general hospital. Additionally, marin healthcare district has the right to reject any member which shall be nominated to the board of directors by mgh's board nominating committee.”

“Marin healthcare district (mhd), the organization's sole member, has the right to reject the selection of all of the members of the board of directors of marin general hospital (mgh). In addition, mgh may not take any of the following actions, or approve a subsidiary or affiliate taking any of the following actions, without the prior approval of mhd: (i) any corporate merger, consolidation, reorganization, or dissolution of mgh that would change mhd's status as sole corporate member or owner of the land and assets leased by mgh; (ii) any transaction requiring the consent or approval of mhd pursuant to the lease of the mgh campus and facilities by mhd to mgh; (iii) any material transfer by sale, lease, debt or encumbrance, or other disposition of any assets of mgh, real or personal, outside the ordinary course of hospital business; (iv) any transaction which would cause mgh to be in violation of any financial loan or bond covenant or that would cause mgh's debt to capitalization ratio to exceed 50%; (v) any transactions with long-term land or facility impacts requiring mhd approval pursuant to the lease or costing the equivalent of 10% or more of mgh's then existing total assets; (vi) any long-term campus development plan that restricts future land use options or requires regulatory changes to land use permits/designations; (vii) any transaction that causes or is anticipated to cause a downgrade in bond rating by a standard rating agency; (viii) selection of an independent audit firm; (ix) contracting with an unrelated third party for all, or substantially all, of the management of the assets or operations of mgh; (x) amendment or restatement of the articles of incorporation; (xi) bylaw approvals; (xii) any changes to the mission statement; and (xiii) any changes to the corporate dissolution rights of mhd.”

“Marin general hospital's tax advisor provides and prepares the return in consultation with the organization's internal accounting department. The information is then reviewed by mgh's chief financial officer. A copy of the form is provided to all voting members of the governing board for their review prior to filing with the internal revenue service.”

“Each individual board member and officer has to sign an acknowledgement form that they have read the policy. A disclosure statement is completed by all officers and board members annually. On this statement the individual will list a wide range of information which includes business relationships, employment relationships, property interests, and those of related parties. The ceo and board chair will review the statements and monitor situations that may pose a potential conflict of interest. The ceo and board chair may consult with legal counsel as necessary. If there is a potential conflict of interest related to a particular transaction, the interested trustee 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 trustee to leave the room or not participate during related presentations and discussions. In all circumstances involving an actual conflict, the interested trustee shall refrain from voting on any matter related to the transaction.”

“The executive committee of the mgh 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 mgh'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 mgh are most appropriate. All officers and key employees of the organization undergo a review annually.”

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

“Professional fees - physicians: program service expenses 16,455,673. Management and general expenses 0. Fundraising expenses 0. Total expenses 16,455,673. Purchased services: program service expenses 29,304,227. Management and general expenses 10,308,526. Fundraising expenses 0. Total expenses 39,612,753.”

“Change in retirement benefit plan value -172,734. Change in meaningful use incentive estimate -466,268.”