Attach to Form 990 or Form 990-EZ.
See separate instructions.| (i) Name of supported organization | (ii) EIN | (iii) Type of organization (described on lines 1- 9 above or IRC section (see instructions)) | (iv) Is the organization in col. (i) listed in your governing document? | (v) Did you notify the organization in col. (i) of your support? | (vi) Is the organization in col. (i) organized in the U.S.? | (vii) Amount of monetary support | |||
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| Yes | No | Yes | No | Yes | No | ||||
| Total | |||||||||
Calendar year (or fiscal year beginning in) ![]() |
(a) 2008 | (b) 2009 | (c) 2010 | (d) 2011 | (e) 2012 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 1 | Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") .... | ||||||
| 2 | Tax revenues levied for the organization's benefit and either paid to or expended on its behalf....... | ||||||
| 3 | The value of services or facilities furnished by a governmental unit to the organization without charge.. | ||||||
| 4 | Total. Add lines 1 through 3 | ||||||
| 5 | The portion of total contributions by each person (other than a governmental unit or publicly supported organization) included on line 1 that exceeds 2% of the amount shown on line 11, column (f).. | ||||||
| 6 | Public support. Subtract line 5 from line 4. | ||||||
Calendar year
(or fiscal year beginning in) ![]() |
(a) 2008 | (b) 2009 | (c) 2010 | (d) 2011 | (e) 2012 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 7 | Amounts from line 4.. | ||||||
| 8 | Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources... | ||||||
| 9 | Net income from unrelated business activities, whether or not the business is regularly carried on.. | ||||||
| 10 | Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.).. | ||||||
| 11 | Total support (Add lines 7 through 10). | ||||||






Calendar year (or fiscal year beginning in) ![]() |
(a) 2008 | (b) 2009 | (c) 2010 | (d) 2011 | (e) 2012 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 1 | Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") . | 5,029,425 | 5,026,500 | 5,133,760 | 5,188,659 | 5,676,593 | 26,054,937 |
| 2 | Gross receipts from admissions, merchandise sold or services performed, or facilities furnished in any activity that is related to the organization's tax-exempt purpose...... | 0 | |||||
| 3 | Gross receipts from activities that are not an unrelated trade or business under section 513.. | 0 | |||||
| 4 | Tax revenues levied for the organization's benefit and either paid to or expended on its behalf... | 0 | |||||
| 5 | The value of services or facilities furnished by a governmental unit to the organization without charge.. | 0 | |||||
| 6 | Total. Add lines 1 through 5. | 5,029,425 | 5,026,500 | 5,133,760 | 5,188,659 | 5,676,593 | 26,054,937 |
| 7a | Amounts included on lines 1, 2, and 3 received from disqualified persons... | 0 | |||||
| b | Amounts included on lines 2 and 3 received from other than disqualified persons that exceed the greater of $5,000 or 1% of the amount on line 13 for the year. | 0 | |||||
| c | Add lines 7a and 7b.. | 0 | |||||
| 8 | Public support (Subtract line 7c from line 6.) | 26,054,937 | |||||
Calendar year (or fiscal year beginning in) ![]() |
(a) 2008 | (b) 2009 | (c) 2010 | (d) 2011 | (e) 2012 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 9 | Amounts from line 6... | 5,029,425 | 5,026,500 | 5,133,760 | 5,188,659 | 5,676,593 | 26,054,937 |
| 10a | Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources.. | 0 | |||||
| b | Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975. | 0 | |||||
| c | Add lines 10a and 10b. | 0 | |||||
| 11 | Net income from unrelated business activities not included in line 10b, whether or not the business is regularly carried on. | 0 | |||||
| 12 | Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.) .. | 0 | |||||
| 13 | Total support. (Add lines 9, 10c, 11, and 12.).. | 5,029,425 | 5,026,500 | 5,133,760 | 5,188,659 | 5,676,593 | 26,054,937 |




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Attach to Form 990 or 990-EZ.| Identifier | Return Reference | Explanation |
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| Assessment of Community Needs for Healthcare Services | Form 990, Part III, Line 1 | IN THE GREATER HOUSTON AREA WHERE A STAGGERING 30% ARE UNINSURED, MEMORIAL HERMANN, THROUGH ITS SUBSIDIARY, THE MEMORIAL HERMANN COMMUNITY BENEFIT CORPORATION (MHCBC) ESTABLISHED IN 2007, IMPLEMENTS PROGRAMS TO WORK WITH OTHER HEALTHCARE PROVIDERS, GOVERNMENT AGENCIES, BUSINESS LEADERS AND COMMUNITY STAKEHOLDERS TO ENSURE THAT ALL RESIDENTS OF THE GREATER HOUSTON AREA HAVE ACCESS TO THE CARE THEY NEED TO IMPROVE THEIR QUALITY OF LIFE AND THE OVERALL HEALTH OF THE COMMUNITY. THE MISSION OF MEMORIAL HERMANN COMMUNITY BENEFIT CORPORATION IS TO TEST AND MEASURE INNOVATIVE SOLUTIONS THAT REDUCE THE IMPACT OF THE LACK OF ACCESS TO CARE ON THE INDIVIDUAL, THE HEALTH SYSTEM AND THE COMMUNITY. NEW PROGRAMS ARE PILOTED, AND PROVEN PROGRAMS ARE REPLICATED IN THE COMMUNITY THAT INCLUDES INITIATIVES TO: REMOVE BARRIERS TO HEALTHCARE ACCESS; INCREASE AND STRENGTHEN THE PRIMARY AND SPECIALTY CARE INFRASTRUCTURE; PROVIDE EDUCATION AND INCREASE HEALTHCARE AWARENESS; AND IMPROVE THE USE OF PREVENTATIVE MEDICAL SERVICES. COMMUNITY BENEFIT CORPORATION FUNDING TENENTS INCLUDE: PROVISION OF PRIMARY AND/OR SPECIALTY CARE FOR THE UNINSURED AND UNDERINSURED; CONTRIBUTION TO THE EXISTING INFRASTRUCTURE OF NON-PROFIT CLINICS AND FQHC'S; COMMITMENT TO MEASUREMENT; EXISTENCE OF COLLABORATIVE PARTNERS; PROGRAMMATIC INCLUSION OF HEALTH EDUCATION AND LITERACY; STRIVE TOWARDS SUSTAINABILITY. EACH DECISION MADE BY MEMORIAL HERMANN TO INVEST ITS PEOPLE, RESOURCES AND TALENTS IN COMMUNITY BENEFIT EFFORTS IS DATA DRIVEN. AS A RESULT OF THE STAGGERING 30% UNINSURED, NUMEROUS NEEDS ASSESSMENTS CENTER AROUND THE UNIVERSITY OF TEXAS SCHOOL OF PUBLIC HEALTH'S HOUSTON AREA HOSPITAL'S EMERGENCY DEPARTMENT USE STUDY. MEMORIAL HERMANN HAS PARTICIPATED IN THIS STUDY SINCE 2003. THE STUDY MONITORS HOSPITAL EMERGENCY DEPARTMENT USE IN HOUSTON HOSPITALS AND IS A DATA SOURCE FOR NUMEROUS ASSESSMENTS TO UNDERSTAND PRIMARY CARE-RELATED ER USE INCLUDING THE CHARACTERISTICS OF THESE PATIENTS; PARTICULARLY THOSE WHO ARE CHILDREN, WHO ARE UNINSURED, AND WHO HAVE MEDICAID. THE STUDY CONDUCTED IN 2012 SHOWS THAT 40.9% OF ALL ER VISITS AND 48.6% OF ALL TREATED AND RELEASED ER VISITS ARE PRIMARY CARE RELATED. MHCBC'S PROGRAMS ARE DESIGNED TO REDUCE THE NUMBER OF ER VISITS IN COMMUNITIES SERVED BY MEMORIAL HERMANN ACUTE CARE HOSPITALS. IN ADDITION TO BEING RESPONSIVE TO THE EMERGENCY ROOM STUDY, AS REQUIRED BY THE COMMUNITY HEALTH NEEDS ASSESSMENT-SECTION 501( C)(3)-REQUIREMENT OF THE ACA, MEMORIAL HERMANN CONDUCTED COMMUNITY NEEDS ASSESSMENTS FOR EACH OF ITS 11 HOSPITALS. THE STUDIES INCLUDED DEMOGRAPHIC DATA OF HARRIS, FORT BEND, MONTGOMERY, AND BRAZORIA COUNTIES (COUNTIES THAT COMPOSE 89% OF MEMORIAL HERMANN DISCHARGES; A DESCRIPTION OF THE PROCESSES AND METHODOLOGIES, SURVEYS AND INTERVIEWS WITH PUBLIC HEALTH OFFICIALS WHERE PARTICIPANTS WERE GIVEN THE OPPORTUNITY TO PRIORITIZE COMMUNITY HEALTH NEEDS AND RATE THE IMPORTANCE OF HEALTH CARE INITIATIVES; AND, IDENTIFICATION OF ALL COLLABORATING ORGANIZATIONS AND EXISTING HEALTH CARE FACILITIES AND OTHER RESOURCES WITHIN THE COMMUNITY AVAILABLE TO MEET THE NEEDS IDENTIFIED IN EACH OF THE COMMUNITY NEEDS ASSESSMENTS. THE ANALYSIS INCLUDED A CAREFUL REVIEW OF THE MOST CURRENT HEALTH DATA AVAILABLE AND INPUT FROM NUMEROUS COMMUNITY REPRESENTATIVES WITH SPECIAL KNOWLEDGE OF PUBLIC HEALTH. FINDINGS INDICATED THAT THERE WERE EIGHT MAIN NEEDS IN THE COMMUNITIES SERVED BY MEMORIAL HERMANN. THE COMMUNITY HEALTH NEEDS ASSESSMENT TEAM, CONSISTING OF LEADERSHIP FROM MEMORIAL HERMANN HEALTH SYSTEM (MEMORIAL HERMANN), PRIORITIZED THOSE EIGHT NEEDS BY STUDYING THEM WITHIN THE CONTEXT OF THE HOSPITAL'S OVERALL STRATEGIC PLAN AND THE AVAILABILITY OF FINITE RESOURCES, WITH THE FOLLOWING PRIORITIZATION, IN DESCENDING ORDER, RESULTING: 1.) EDUCATION AND PREVENTION FOR DISEASES AND CHRONIC CONDITIONS; 2.) ADDRESS ISSUES WITH SERVICE INTEGRATION, SUCH AS COORDINATION AMONG PROVIDERS AND THE FRAGMENTED CONTINUUM OF CARE; 3.) ADDRESS BARRIERS TO PRIMARY CARE, SUCH AS AFFORDABILITY AND SHORTAGE OF PROVIDERS; 4.) ADDRESS UNHEALTHY LIFESTYLES AND BEHAVIORS; 5.) ADDRESS BARRIERS TO MENTAL HEALTHCARE, SUCH AS ACCESS TO SERVICES AND SHORTAGE OF PROVIDERS; 6.) DECREASE HEALTH DISPARITIES BY TARGETING SPECIFIC POPULATIONS; 7.) INCREASE ACCESS TO AFFORDABLE DENTAL CARE; 8.) INCREASE ACCESS TO TRANSPORTATION. FOLLOWING THE COMMUNITY NEEDS ASSESSMENT, EACH MEMORIAL HERMANN HOSPITAL ALONG WITH THE SUPPORT OF MEMORIAL HERMANN COMMUNITY BENEFIT DEPARTMENT DEVELOPED AN IMPLEMENTATION PLAN WITH SUPPORTING OBJECTIVES, AND IMPLEMENTATION ACTIVITIES AND METRICS. THE PROCESS WILL BE REPORTED TO THE BOARD IN MARCH 2014. |
| Assessment of Community Needs for Healthcare Services 2 | Form 990, Part III, Line 4d | MHCBC'S PROGRAMS ARE DESIGNED TO PROVIDE CARE FOR UNINSURED AND UNDERINSURED CHILDREN; TO REACH THOSE HOUSTONIANS NEEDING LOW COST CARE; TO SUPPORT THE EXISTING INFRASTRUCTURE OF NON-PROFIT CLINICS AND FQHCS; AND TO EDUCATE INDIVIDUALS AND THEIR FAMILIES ON HOW TO ACCESS THE HEALTHCARE AVAILABLE TO THEM. COMMITTED TO MAKING THE GREATER HOUSTON AREA A HEALTHIER AND MORE VITAL PLACE TO LIVE, MHCBC SUPPORTS THE FOLLOWING INITIATIVES as well as those stated in attachments 2,3 and 4: CHILDREN AT RISK - SUPPORT OF A POLICY COORDINATOR FOR A FOOD IN SCHOOLS INITIATIVE, WITH THE GOAL OF INCREASING SCHOOL PARTICIPATION IN THE UNIVERSAL FREE BREAKFAST PROGRAM BY CONNECTING AN ADDITIONAL 3,610 STUDENTS TO 649,728 MEALS. INTERFAITH COMMUNITY CLINIC - OPERATIONAL FUNDING FOR THIS PRIVATE NOT-FOR-PROFIT VOLUNTEER BASED HEALTH CARE CLINIC. ITS MISSION IS TO PROVIDE SHORT-TERM MEDICAL CARE, DENTAL CARE, AND SOCIAL SERVICE REFERRALS FOR INDIGENT PERSONS WHO DO NOT HAVE PRIVATE HEALTH INSURANCE AND ARE NOT ELIGIBLE FOR MEDICAID. OPENED IN 1966, THE CLINIC SPECIFICALLY CONCENTRATES ON PROVIDING SERVICES TO MONTGOMERY COUNTY RESIDENTS WHO ARE NOT ELIGIBLE FOR OTHER PROGRAMS AND HAVE NOWHERE ELSE TO TURN. MEMORIAL HERMANN HAS SUPPORTED THE CLINIC SINCE INCEPTION, WITH MEMORIAL HERMANN-THE WOODLANDS PROVIDING AN ADDITIONAL $60,000/MO IN ANCILLARY SERVICES. PHYSICIANS OF SUGAR CREEK - FUNDING OF THE DIFFERENCE BETWEEN COSTS AND SLIDING FEE SCALE PAYMENTS OF CARE PROVIDED BY THIS MEMORIAL FAMILY PRACTICE RESIDENCY TRAINING SITE TO THE WORKING POOR OF FORT BEND COUNTY. PARTNERS FOR COMMUNITY HEALTH - INTERIM COO SERVICES FOR PARTNERS FOR COMMUNITY HEALTH NETWORK, A NEWLY FORMED ORGANIZATION WHICH CONSISTS OF THE AREA FEDERALLY QUALIFIED HEALTH CENTERS AND CHARITY CLINICS. FUNDING AN INTERIM CEO ENSURED IMPLEMENTATION OF THE NEEDED CHANGES TO ESTABLISH THE NEW CORPORATE STRUCTURE. OBESITY RESEARCH CONTRACT SUPPORT TO ANALYZE THE POTENTIAL FOR A DEFINED VISION/ROLE FOR MEMORIAL HERMANN IN THE HOUSTON AREA CHILDHOOD OBESITY ARENA. THE WORK INCLUDED A STUDY OF EXISTING EVIDENCE BASED RESEARCH. SPRING BRANCH COMMUNITY HEALTH CENTER - SUPPORT OF NEWLY ESTABLISHED PREVENTIVE AND MINOR RESTORATIVE DENTAL SERVICES AT THE SPRING BRANCH COMMUNITY HEALTH CENTERS'S SATELLITE PITNER CLINIC. THE PITNER CLINIC DOES NOT RECEIVE ANY FEDERAL FUNDING TO SUPPORT SERVICES PROVIDED TO THE SURROUNDING AREA'S 6,000 UNITS OF LOW INCOME HOUSING ALL WITHIN A QUARTER MILE OF THE CLINIC. |
| Payroll Record Keeping | Form 990, Part V, Line 2a | The employees of Memorial Hermann Community Benefits are record-kept and paid through the payroll system of Memorial Hermann Health System and reported under the Memorial Hermann Community Benefits EIN for Form 941 and Form W-2 purposes. All costs of the compensation and benefits of the Community Benefits employees are reimbursed to the Health System. Corporate officers are employees of Memorial Hermann Health System and their salaries and benefits are not allocated amongst the various corporate entities for which they conduct employment activities. |
| Members or Stockholders | Form 990, Part VI, Section A, Line 6 | Memorial Hermann Community Benefits has as its sole member Memorial Hermann Health System, both of which are 501(c)(3) non-profit entities. |
| Elect Governing Body | Form 990, Part VI, Section A, Line 7A | The member has the authority to annually elect the board members of the organization and to terminate and replace them at its discretion. |
| Decisions of Governing Body | Form 990, Part VI, Section A, Line 7B | The member has approval authority over the decisions of the board for amendments to the bylaws and articles of incorporation, annual operating and capital budget, the purchase or sale of substantial assets, and the merger or dissolution of the organization. |
| Review of Form 990 | Form 990, Part VI, Section B, Line 11b | Memorial Hermann Community Benefits PROVIDES A COPY OF THE FORM 990 TO ALL MEMBERS OF THE GOVERNING BODY VIA A WEBSITE SET UP SPECIFICALLY FOR BOARD MEMBERS TO ACCESS VARIOUS BOARD MEMBER DOCUMENTS. THE FORM 990 IS REVIEWED BY MEMORIAL HERMANN FINANCIAL ACCOUNTING STAFF, BY SPECIFIC DEPARTMENTS INVOLVED IN RELATED SECTIONS OF THE RETURN, BY THE MEMORIAL HERMANN CHIEF ACCOUNTING OFFICER, and by Memorial Hermann's public accounting firm Ernst & Young, PRIOR TO ITS FILING. |
| Conflict of Interest Policy | Form 990, Part VI, Section B, Line 12c | Memorial Hermann Community Benefits utilizes a conflict of interest survey and has codified its procedure in a policy. The policy is monitored by our Corporate Compliance Department through annual surveys of board members, corporate officers, management level employees, and other selected employees, physicians and vendors for all of its entities and related affiliates. In addition to responding to the survey, each recipient affirms that they have received a copy of the policy, has read and understood it, has agreed to comply with it, and understands that Memorial Hermann is a charitable organization that must engage in primarily tax-exempt purpose activities. The Corporate Compliance Department, Chief Legal Officer and the Corporate Audit Committee, consisting of independent board members, receive a report of all items disclosed. The Audit Committee Chair reports the existence of any conflicts to the Corporate Board of Directors. |
| Whistle Blower Policy | Form 990, Part VI, Section B, Line 13 | Memorial Hermann Community Benefits Corp (MHCBC) is committed to complying with all applicable laws and regulations. We support the efforts of federal and state authorities in identifying incidents of fraud and/or abuse and we have the necessary policies and procedures in place to prevent, detect, report and correct incidents of fraud and/or abuse in accordance with contractual, regulatory and statutory requirements. Recognizing the complexity of the various federal, state, and local laws regulating health care, MHCBC has adopted a Corporate Compliance Program. This Program is designed to assist the Board, the Health System and its employees, medical staff members, and independent contractors to maintain compliance through responsive educational programs, internal monitoring and reporting mechanisms, and compliance Standards of Conduct. Corporate Compliance is "Doing the Right Thing by following government regulations and the law." The MHCBC Compliance Program includes these 7 elements: A Compliance Officer and Committee; to oversee and advise the Compliance Program Compliance Policies and Procedures; to provide written guidance to help you do your job and demonstrate our commitment to compliance, Compliance Training and Education; to ensure appropriate education on areas of legal and regulatory compliance Auditing and Monitoring; to conduct periodic and ongoing auditing and monitoring of high-risk areas and adherence to policies and procedures Corrective Action; to develop plans to resolve identified issues, prevent them from happening again and avoid the risk of the same or similar issues occurring in other areas, departments or facilities Disciplinary Guidelines: may be necessary to encourage prompt reporting of Compliance concerns; to ensure non-retaliation for reporting concerns and to encourage cooperation with compliance investigations Open Lines of Communication: to establish an open environment for reporting compliance concerns - a hotline is available to all employees to call to report compliance concerns and non-retaliation for reporting a compliance concern in good faith Available 24 hours a day, 7 days a week Anonymous and Confidential Callers making reports in good faith are protected from any form of retaliation or adverse action. |
| Compensation Determination | Form 990, Part VI, Section B, Line 15a & 15b | The process for determining compensation for the Organization's CEO and other top management is described below in the following four sections. Compensation Philosophy Components of Executive Compensation Roles of Compensation Decision Makers Summary Compensation Philosophy The Compensation Committee has established the following compensation philosophy. Accountable for Business Performance: Compensation should be tied to our long-term and short-term business strategies of each dimension of our business including, but not limited to, Quality & Safety, Service & Satisfaction, Operational Excellence, and Growth & People. Attract, Retain and Motivate: Compensation should reflect the competitive marketplace so the Company can attract, retain and motivate talented executives. Accountable for Individual & Business Unit Performance: Compensation should be tied to our individual and business unit performance. Comply with IRC Section 4958: Compensation programs and pay levels should be "Reasonable" within the definition of IRC Section 4958. Balanced Approach: We should balance any potential strategic, financial, operational and reputational risk with our pay-for-performance philosophy. Components of Executive Compensation Compensation Component Base Salary Description: Fixed compensation component. Objectives: Attract, retain, and motivate executives by providing a competitive level of fixed compensation based on the executive's responsibilities. Compensation Component Management Incentive Plan Description Variable and annual performance-based compensation component. Target amounts for each executive are set by the Compensation Committee. Actual payouts may be less than or greater than the target amounts based on the Company's performance against its short-term goals. Goals are set at a significant "stretch" level such that target performance results in above median payouts. Objectives Align short-term performance with the goals of the Company. Ensure cost-effective and efficient use of Company assets by offering the appropriate amounts and mix of compensation. Compensation Component Long-Term Incentive Plan Description Variable and three-year performance-based compensation component. Target amounts for each executive are set by the Compensation Committee. Actual payouts may be less than or greater than the target amounts based on the Company's performance against its long-term goals. Goals are set at a significant "stretch" level such that target performance results in above median payouts. Objectives Promote retention, advance pay-for-performance, and reinforce the link between the interests of the executive and the overall long-term success of the Company. Ensure cost-effective and efficient use of Corporate assets by offering the appropriate amounts and mix of compensation. Compensation Component Deferred Compensation Plan Description Program designed to promote retention and long-term success of Memorial Hermann by acting as a backstop for our performance-based programs. Objectives Promote retention by tying the executive to Memorial Hermann for the vesting period. As part of his compensation package, the Compensation Committee presented the CEO and President, Mr. Wolterman, with a retention agreement. Per the terms of this agreement, he will receive a lump sum payment in July 2016. This lump sum payment is being accrued over the life of the retention agreement (July 2009 to July 2016). The 2012 accrual is included in Column C of Part II on the attached Form 990 Schedule J. If Mr. Wolterman voluntarily leaves prior to July 2016, he does not receive any portion of this lump sum payment. Under certain circumstances (e.g., death or disability), Mr. Wolterman, or his beneficiary, would be entitled to a prorated portion of this lump sum payment. All employees are paid by the Corporation or an affiliate health system entity and no time or salary is allocated. Corporate officers perform administrative activities for multiple related entities for which no inter-unit allocation of time or salary is made. The Directors of the Board are voluntary citizens of the community who perform their duties without compensation for hours devoted to Board work. Roles of Compensation Decisions Makers Role of Compensation Committee. The Compensation Committee, which currently consists of ten independent persons, is responsible for the development of the philosophy, policy and objectives that guide our executive pay programs as well as establishing our performance standards and determining the compensation of our senior executives, namely our President's Council. The Compensation Committee retains Towers Watson as their independent compensation consultant to assist the Compensation Committee in the continued development and evaluation of the Company's compensation policies and practices and the Committee's determination of compensation. The Compensation Committee has the sole authority to retain and terminate the independent compensation consultant and to review and approve the consultant's fees and other retention terms. Role of Board of Directors. The Board has retained the authority to approve new executive compensation plans and material amendments to existing executive compensation plans. It has delegated its authority with respect to other executive compensation matters to the Compensation Committee. The Board receives reports from the Compensation Committee on its actions and recommendations following every Compensation Committee meeting. Role of Management. Management provides data, analysis and recommendations for the Compensation Committee's consideration regarding the Company's executive compensation programs and policies and assists the Compensation Committee in carrying out its responsibilities. Management also provides information to the Compensation Committee's independent compensation consultant in connection with the consultant's role in advising the Compensation Committee. The CEO, CHRO and VP Compensation and Benefits typically attend the Committee meetings. The Compensation Committee also meets regularly in executive session outside the presence of management. While the Compensation Committee considers the recommendations of the CEO and the input received from its independent compensation consultant, all compensation decisions for our executives are made by the Compensation Committee. Role of Independent Compensation Consultant. The Committee retains an independent compensation consultant to perform the following duties. Conduct a comprehensive review of the total compensation provided to our executives related to competitive and comparable market practices. Ensure that our compensation programs provide total compensation opportunities that are reasonable for purposes of Intermediate Sanctions (IRC Section 4958). Assess competitiveness of our compensation programs with respect to Healthcare and general industry peer companies. Assist the Compensation Committee with its charter review. Review annual disclosures. Review compensation of "disqualified persons" whose compensation is subject to a reasonableness review under IRC Section 4958. Provide a letter to the Committee regarding the reasonableness of the compensation of our executives and other "disqualified persons" helping to create a rebuttable presumption of reasonableness with regard to executive compensation. Summary In summary, the process for determining compensation for our CEO and other top management balances input from various sources and ensures a focus on performance, risk management, compliance with IRC Section 4958 and our ability to attract, retain and motivate our executives. |
| Disclosure of Organizational Documents | Form 990, Part VI, Section C, Line 19 | The articles of incorporation, corporate bylaws, conflict of interest policy and financial statements of Memorial Hermann Health System and its affiliates are generally not made available to the public. If the inquirer provided a valid reason for desiring a copy of the documents that are related to the business interests of any of the Memorial Hermann Health System corporate entities, we would consider doing so. |
| Audited Financial Statement Oversight | Form 990, Part XII, Line 2c | Memorial Hermann Health System has independent committees for audits, governance, and compensation which perform their respective functions on a consolidated basis for all corporate entities. The audit committee hires the independent accountants and oversees all audits that are conducted within all affiliated entities for financial information, grants and awards, and qualified plans. |
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