Attach to Form 990 or Form 990-EZ.
Information about Schedule A (Form 990 or 990-EZ) and its instructions is at www.irs.gov/form990.
| (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 listed in your governing document? | (v) Amount of monetary support (see instructions) | (vi) Amount of other support (see instructions) | |
|---|---|---|---|---|---|---|
| Yes | No | |||||
| Total | ||||||
Calendar year (or fiscal year beginning in) ![]() |
(a) 2010 | (b) 2011 | (c) 2012 | (d) 2013 | (e) 2014 | (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) 2010 | (b) 2011 | (c) 2012 | (d) 2013 | (e) 2014 | (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 VI.).. | ||||||
| 11 | Total support Add lines 7 through 10. | ||||||
Calendar year (or fiscal year beginning in) ![]() |
(a) 2010 | (b) 2011 | (c) 2012 | (d) 2013 | (e) 2014 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 1 | Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") . | ||||||
| 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...... | ||||||
| 3 | Gross receipts from activities that are not an unrelated trade or business under section 513.. | ||||||
| 4 | Tax revenues levied for the organization's benefit and either paid to or expended on its behalf... | ||||||
| 5 | The value of services or facilities furnished by a governmental unit to the organization without charge.. | ||||||
| 6 | Total. Add lines 1 through 5. | ||||||
| 7a | Amounts included on lines 1, 2, and 3 received from disqualified persons... | ||||||
| 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. | ||||||
| c | Add lines 7a and 7b.. | ||||||
| 8 | Public support (Subtract line 7c from line 6.) | ||||||
Calendar year (or fiscal year beginning in) ![]() |
(a) 2010 | (b) 2011 | (c) 2012 | (d) 2013 | (e) 2014 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 9 | Amounts from line 6... | ||||||
| 10a | Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources.. | ||||||
| b | Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975. | ||||||
| c | Add lines 10a and 10b. | ||||||
| 11 | Net income from unrelated business activities not included in line 10b, whether or not the business is regularly carried on. | ||||||
| 12 | Other income. Do not include gain or loss from the sale of capital assets (Explain in Part VI.) .. | ||||||
| 13 | Total support. (Add lines 9, 10c, 11, and 12.).. | ||||||
| Section A - Adjusted Net Income | (A) Prior Year |
(B) Current Year (optional) |
||||
| 1 | Net short-term capital gain | 1 | ||||
| 2 | Recoveries of prior-year distributions | 2 | ||||
| 3 | Other gross income (see instructions) | 3 | ||||
| 4 | Add lines 1 through 3 | 4 | ||||
| 5 | Depreciation and depletion | 5 | ||||
| 6 | Portion of operating expenses paid or incurred for production or collection of gross income or for management, conservation, or maintenance of property held for production of income (see instructions) | 6 | ||||
| 7 | Other expenses (see instructions) | 7 | ||||
| 8 | Adjusted Net Income (subtract lines 5, 6 and 7 from line 4) | 8 | ||||
| Section B - Minimum Asset Amount | (A) Prior Year |
(B) Current Year (optional) |
||||
| 1 | Aggregate fair market value of all non-exempt-use assets (see instructions for short tax year or assets held for part of year): | 1 | ||||
| a | Average monthly value of securities | 1a | ||||
| b | Average monthly cash balances | 1b | ||||
| c | Fair market value of other non-exempt-use assets | 1c | ||||
| d | Total (add lines 1a, 1b, and 1c) | 1d | ||||
| e | Discount claimed for blockage or other factors (explain in detail in Part VI): | |||||
| 2 | Acquisition indebtedness applicable to non-exempt use assets | 2 | ||||
| 3 | Subtract line 2 from line 1d | 3 | ||||
| 4 | Cash deemed held for exempt use. Enter 1-1/2% of line 3 (for greater amount, see instructions). | 4 | ||||
| 5 | Net value of non-exempt-use assets (subtract line 4 from line 3) | 5 | ||||
| 6 | Multiply line 5 by .035 | 6 | ||||
| 7 | Recoveries of prior-year distributions | 7 | ||||
| 8 | Minimum Asset Amount (add line 7 to line 6) | 8 | ||||
| Section C - Distributable Amount | Current Year | |||||
| 1 | Adjusted net income for prior year (from Section A, line 8, Column A) | 1 | ||||
| 2 | Enter 85% of line 1 | 2 | ||||
| 3 | Minimum asset amount for prior year (from Section B, line 8, Column A) | 3 | ||||
| 4 | Enter greater of line 2 or line 3 | 4 | ||||
| 5 | Income tax imposed in prior year | 5 | ||||
| 6 | Distributable Amount. Subtract line 5 from line 4, unless subject to emergency temporary reduction (see instructions) | 6 | ||||
| 7 | Check here if the current year is the organization's first as a non-functionally-integrated Type III supporting organization (see instructions) | |||||
| Section D - Distributions | Current Year | |
|---|---|---|
| 1 Amounts paid to supported organizations to accomplish exempt purposes | ||
|
2
Amounts paid to perform activity that directly furthers exempt purposes of supported organizations, in excess of income from activity |
||
| 3 Administrative expenses paid to accomplish exempt purposes of supported organizations | ||
| 4 Amounts paid to acquire exempt-use assets | ||
| 5 Qualified set-aside amounts (prior IRS approval required) | ||
| 6 Other distributions (describe in Part VI). See instructions | ||
| 7Total annual distributions. Add lines 1 through 6. | ||
|
8
Distributions to attentive supported organizations to which the organization is responsive (provide details in Part VI). See instructions |
||
| 9 Distributable amount for 2014 from Section C, line 6 | ||
| 10 Line 8 amount divided by Line 9 amount | ||
| Section E - Distribution Allocations (see instructions) |
(i) Excess Distributions |
(ii) Underdistributions Pre-2014 |
(iii) Distributable Amount for 2014 |
|
|---|---|---|---|---|
|
1
Distributable amount for 2014 from Section C, line 6 |
||||
|
2
Underdistributions, if any, for years prior to 2014 (reasonable cause required--see instructions) |
||||
| 3 Excess distributions carryover, if any, to 2014: | ||||
| a From 2009.......X | ||||
| b From 2010.......X | ||||
| c From 2011.......X | ||||
| d From 2012.......X | ||||
| e From 2013....... | ||||
| fTotal of lines 3a through e | ||||
| g Applied to underdistributions of prior years | ||||
| h Applied to 2014 distributable amount | ||||
|
i
Carryover from 2009 not applied (see instructions) |
||||
| j Remainder. Subtract lines 3g, 3h, and 3i from 3f. | ||||
| 4Distributions for 2014 from Section D, line 7: | ||||
| $ | ||||
| a Applied to underdistributions of prior years | ||||
| b Applied to 2014 distributable amount | ||||
| c Remainder. Subtract lines 4a and 4b from 4. | ||||
|
5
Remaining underdistributions for years prior to 2014, if any. Subtract lines 3g and 4a from line 2 (if amount greater than zero, see instructions) |
||||
|
6
Remaining underdistributions for 2014. Subtract lines 3h and 4b from line 1 (if amount greater than zero, see instructions) |
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|
7 Excess distributions carryover to 2015. Add lines 3j and 4c. |
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| 8 Breakdown of line 7: | ||||
| a From 2010.......X | ||||
| b From 2011.......X | ||||
| c From 2012.......X | ||||
| d From 2013....... | ||||
| e From 2014....... | ||||
| Facts And Circumstances Test |
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| Return Reference | Explanation |
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| Software ID: | |
| Software Version: |
Attach to Form 990 or 990-EZ.
Information about Schedule O (Form 990 or 990-EZ) and its instructions is at| Return Reference | Explanation |
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| FORM 990, PART III, PROGRAM SERVCE ACCOMPLISHMENTS | Executive Summary Centegra Health System (Centegra) coordinates the delivery of health care services by assisting in the management of Centegra Hospital- McHenry (Northern Illinois Medical Center) and Centegra Hospital Woodstock (Memorial Medical Center), (The Medical Centers), and Centegra Health System Foundation, Health Bridge Corporation and NIMED Corporation (Affiliates). In March 2014 Centegra Health System broke ground at Centegra Hospital Huntley. Centegras mission is to inspire and engage our community in their health and wellness. We provide quality health care services with innovative and responsible use of resources and promote wellness for the greater McHenry County area in Illinois. During its fiscal year 2015, Centegra Health System sponsored 230 community events. These events touched more than 232,000 individuals. The Medical Centers provide optimum quality health care, delivered by competent hospital and medical center staff, to all whom seek its services regardless of race, creed, sex, national origin, handicap, age, or ability to pay. The primary mission of the Medical Centers is to enhance the health of the community as the preferred health care organization providing outstanding service and value. It is the Medical Centers' objective to serve the community with respect to providing health care services and education. Although reimbursement for services rendered is critical to the operation and stability of the Medical Centers, it is recognized that not all individuals possess the ability to purchase essential medical services. Therefore, in keeping with the Medical Centers' commitment to serve all members of its community, free care and/or subsidized care will be considered where the need and/or an individual's inability to pay exist. Medical Services are provided in a dignified manner to Medicare, Medicaid and indigent patients. System-wide, community benefits included approximately $5.9 million of charity care, over $45 million of government sponsored indigent health care, approximately $4.7 million of other community benefits, and over 89,000 community benefit hours. *The Medical Centers' services include, but are not limited to: Centegra Hospital-McHenry is a 179-bed facility located about 50 miles outside of Chicago. The hospital is the regions leading provider of advanced cardiovascular treatments through the Centegra Cardiovascular & Thoracic Center. It is also home to the Centegra Hip & Knee Replacement Center, the Centegra Sage Cancer Center and the Centegra Family Birth Center. As part of Centegra Health System, Centegra Hospital-McHenry achieved Magnet designation for nursing excellence. Centegra Hospital-McHenry provides sophisticated treatments and advanced technology to address the most serious medical conditions. These include: *Open-heart surgery and heart catheterizations *Joint replacement surgeries *A Level II Trauma Center and on-site Flight for Life helicopter *Certified chest pain and stroke centers *Advanced cancer treatments including radiation oncology and infusion services *Labor and delivery and on-site 24/7 obstetrics hospitalists and neonatologists *Intensive care *Medical-Surgical care and 24/7 hospitalist care *Outpatient surgery Centegra Hospital-Woodstock is a 106-bed facility located about 60 miles outside of Chicago. The hospital provides exceptional inpatient and outpatient care and has won top awards for patient safety and satisfaction. As part of Centegra Health System, Centegra Hospital-Woodstock achieved Magnet designation for nursing excellence. Centegra Hospital - Woodstock provides sophisticated treatments and advanced technology to address the most serious medical conditions, including: *A Level II Trauma Center and on-site Flight for Life helicopter *Certified chest pain and stroke centers *Intensive care *Medical-Surgical care and 24/7 hospitalist care *Outpatient surgery *Inpatient behavioral health services *Weight-loss surgery through the Centegra Healthy Living Institute *State-of-the-art medical imaging Centegra Health System Foundation provides fund-raising services for Centegra Health System in conjunction with the Medical Centers. The proceeds of these activities are used to purchase medical equipment and supplies, therefore enabling the Medical Centers to better serve the community. Health Bridge Corporation provides various rehabilitation services for the Medical Centers in conjunction with Centegra Health System, by providing a fitness center and pool that serves the community in various capacities and sponsors and hosts assorted educational programs. NIMED Corporation aids in the management of the Medical Centers and several satellite locations within the Centegra Health System organization. The Medical Centers' and the Affiliates' program accomplishments are summarized below. SUPPORT GROUPS Centegra Health System, in conjunction with the Medical Centers and Affiliates, sponsors or hosts many support groups for its patients as well as the community. The following ongoing support groups are held at the Medical Centers, Affiliates or in the community and are free of charge. By supporting these groups, the Medical Centers and Affiliates are able to provide one or all of the following: *Staff professionals who either act as facilitators of the group or function as "Guest Speakers," *Space offered free of charge, *Free marketing to educate the community about these services. Programs sponsored by the Medical Centers and or Affiliates in conjunction with Centegra Health System include: *Alcoholics' Anonymous is a twelve-step program for individuals recovering from alcohol dependence. *Alcoholics' Anonymous, Women's Group is a special group for women. *Al-Anon is a twelve-step program group for codependent individuals. *Arthritis Support Group is for individuals with arthritis. *A.W.A.K.E. Support Group is for those individuals with sleep apnea *Better Breathers Club is for those individuals with pulmonary disease and their families. *Cancer Transitions focuses on the needs of cancer survivors who have finished treatment within the last two years. *Caregivers' Support Group is for those who care for someone with a chronic or life-threatening illness. *Creating Expressions links artistic experience with the emotional benefits of cancer management. *Diabetes Support Group is for individuals with Diabetes and their families. *Epilepsy Support Group is for individuals with Epilepsy and their families. *Families' Anonymous is a support group for families with chemically dependent members. *Fibromyalgia Support Group is for those suffering from Fibromyalgia. *Get Help Live Longer is a smoking cessation education and support group. *Hat's Off is a group for women diagnosed with any type of cancer meeting every month. *Headwinds is a support group offered to survivors of traumatic brain injury and their family members and caregivers. *HOPE: High on Positive Energy is for women living with breast cancer *Participation in conjunction with the Pioneer Center, providing information on topics such as managing behavioral problems and the financial issues of long-term care. *Infertility Support Group is a group for couples or individuals experiencing infertility problems. *Living with Grief, sponsored by Centegra Pastoral Care, offers support for adults grieving the loss of a loved one. *Looking Beyond is for people diagnosed with Cancer, their family members, and friends. *Look Good Feel Better is a free program offered by the American Cancer Society and teaches beauty techniques to women who are currently undergoing cancer treatment. *Make Today Count is a group for anyone with a life-threatening illness as well as their family and friends. *McHenry County Crisis Line provides 24-hour mental health information, referral services, and crisis assistance. *Multiple Sclerosis (MS) Support Group is under the Illinois Chapter of the National Multiple Sclerosis Society. The group is open to persons with MS, their family members and others interested in the treatment and management of the disease. *Narcotics Anonymous is a twelve-step support program for those recovering from narcotics dependence. *Nuts and Bolts is a unique support group for stroke survivors who are 55 years of age or younger. The emphasis of this group is on assisting the families as they adapt to the special lifestyle changes of the young stroke survivor. *Pathfinders is a support group for adults with any cancer diagnosis. *Partnering Through Care is for those living with cancer and their care partners. *Partners in Cancer Transitions is a monthly educational support group for cancer survivors and their care partners. *Perinatal Grief Support Group is for anyone who has experienced the loss of a newborn or an infant through miscarriage, ectopic pregnancy, or Sudden Infant Death Syndrome (SIDS). *St. Peregrine's Cancer Support Group is a non-denominational support group for patients and their families and fri |
| Form 990, Part IV, Line 24 | Memorial Medical Center holds a liability on its books for tax-exempt bonds, which is an allocation from its sole corporate member, Centegra Health System. As a result, the question was answered no, and Schedule K will be completed in Centegra Health System's Form 990. |
| Business or Family Relationship of Officers, Directors, Etc | Form 990, Part VI, Line 2 Memorial Medical Center, (MMC), adopted specific conflict of interest policies for its governing and management staff. The policy includes, but is not limited to, when an individual, governor, committee member, agent or employee believes that he or she, or member of his or her immediate family might have or does have a real or apparent conflict, he or she should in addition to filing the disclosure notice required, abstain from making motions, voting, executing agreements, or taking any other similar direct action on behalf of MMC. Notwithstanding, it is realized that both real and apparent conflicts of interest sometimes naturally occur in the course of conducting daily affairs. Conflicts occur because the many persons associated with MMC should be expected to have, and do in fact generally have multiple interests and affiliations, and various positions of responsibility with the community. The long-range interests of MMC do not require the termination of an association with persons who have real or apparent conflicts, if an effective method can render such conflicts harmless to all concerned. During fiscal year 2015, MMC purchased certain goods and/or services from organizations with director's affiliation. All goods were competitively bid and conducted at arm's length. The fees paid were at fair market value. Rachel Sebastian, Vice President, is the daughter of Micheal Eesley, CEO. During Fiscal year 2015, Director Michael Curran is an officer/director of Curran Contracting Company. Director Kathy Powell is an employee and vice president at Home State Bank. Director Patrick Morehead is on the Board of Directors and a 2% owner of Home State Bank. Director Charie Zanck is CEO and Vice Chairman of American Community Bank & Trust. Director Charles Ruth is the Board Chairman of American Community Bank & Trust. Director Chris Newkirk is a shareholder of American Community Bank & Trust. Director Tom Carey is the Vice President and Majority Owner of Carey Electric. |
| Description of Delegated Duities to Management Company | Form 990, Part VI, Line 3 Management Companies were used for the daily operations and management of the following services for the health system. Sodexho was used for Food and Nutrition, Plant Operations and Maintenance, and Environmental Services work. Dell Marketing LP was used for the management of the Information Systems area. Professional Business Consultants was used for the management of the Managed Care department. Hearthstone Management Services was used for daily operations of the Skilled Nursing Facility. These companies were responsible for staffing decisions, personnel supervision, and financial planning. None of the organization's current or former officers, directors, trustees, key employees of highest compensated employees were compensated by the management companies during the calendar year 2014. |
| Explanation of Classes of Members or Shareholders | Form 990, Part VI, Line 6 Centegra Health System is a sole member of MMC. Centegra Health System has a single class of members. |
| HOW MEMEBERS ELECT GOVERNING BODY | Form 990, Part VI, Line 7a The powers and duties of the Centegra Health System members in fulfilling the purposes and objectives of the Corporation shall include, but not be limited to, the taking of action with respect to the following matters: The election of governors and the filling of vacancies of the Board of Governors, which shall be in accordance with the procedures set forth in the Bylaws. The Nominating Committee shall select one candidate for each position on the Board having a term to be voted upon for the office of governor at the next annual meeting of members. The Nominating Committee shall consider and approve a list of candidates and submit such a list to the Board of Governors not less than 10 days prior to the date of the last meeting of member is to be sent, and the candidates set forth on such list shall be subject to approval by the Board of Governors. The names of the candidates so selected by the Nominating Committee and approved by the Board of Governors shall be included in the notice of the annual meeting for the members of the Corporation and shall be presented to the members for the Corporation at the annual meeting. The voting members of the Corporation may nominate candidates for positions on the Board of Governors. Nominations by such members may be effected by means of written nomination signed by not less than 20 voting members in good standing, accompanied by a written statement of such nominee indicating a willingness to serve as a governor of the Corporation if elected. Any such nomination must be received by the Nominating Committee of the Corporation not less than 60 days prior to the annual meeting of members in order to be considered at such annual meeting. All elections shall be by secret ballot if there are more nominees than vacancies to be filled on the Board. All voting members present in person or by proxy at a meeting at which an election occurs shall be entitled to vote for governors. To be valid a ballot must not have more votes than there are vacancies. If there are more nominees than vacancies to be filled on the Board, those nominees who receive the most votes shall be elected to the Board of Governors. Members shall not be entitled to cumulate their votes in the election of governors. |
| Form 990 Review Process | Form 990, Part VI, Line 11b The review process for the 990 includeS compilation by internal staff, detailed review by an outside auditor, bond counsel, the Controller and Chief Financial Officer, prior to submission to the IRS. The tax return will be made available for the Board to review after submission to the IRS. |
| Explanation of Monitoring and Enforcement of Conflicts | Form 990, Part VI, Line 12c 1. In connection with any actual or possible conflicts of interest, an interested person or other person subject to this policy must disclose the existence and nature of his or her financial interest in writing to the President of Centegra or the Chief Corporate Responsibility Officer or designee, who shall provide such written disclosure to the Governors Affairs Committee of Centegra, which shall consider all conflicts of interest issues and, if appropriate, to the directors and members of committees with board-delegated powers considering the proposed transaction or agreement. The disclosure must occur, at minimum, annually, with a conflict of Interest Disclosure Statement being submitted no later than January 31st of each year. Copies of disclosure statement filed by the Board members shall be distributed to the Board annually at the February Board meeting. 2. When a conflict of interest is disclosed at a meeting of the board or committee thereof, after disclosure of the financial interest, the interested person shall leave the board or committee meeting while the financial interest is discussed and voted upon. The remaining board or committee shall decide if a conflict of interest exists. The interested person's leaving such meeting shall not affect whether a quorum exists at such meeting. 3. Procedures for addressing the transaction or arrangement from which the conflict arose. The chairperson of the board of committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. After exercising due diligence, the board or committee shall determine whether Centegra can obtain a more advantageous transaction or arrangement with reasonable efforts 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 board of committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in Centegra's best interest and for its own benefit and whether the transaction is fair and reasonable to Centegra and shall make its decision as to whether to enter into the transaction or arrangement in conformity with such determination. 4. Violations of the Conflicts of Interest Policy: If the administration, the board, or a committee has a reasonable cause to believe that a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose. If, after hearing the response of the member and making such further investigation as may be warranted in the circumstances, the board or committee determines that the member has, in fact failed to disclose an actual or possible conflict of interest, it shall refer the matter to the Governors Affairs Committee for consideration, which shall subsequently recommend appropriate disciplinary and corrective action to such board or committee. 5. The minutes of the board and all committees with board-delegated powers shall contain the names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the board's or committee's decision as to whether a conflict of interest, in fact, existed. The names of the persons who were present for discussion and votes relating to the transaction or arrangement, the content of the discussions, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection therewith. 6. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from Centegra for services is precluded from voting on matters pertaining to that member's compensation, Physicians who receive compensation, directly or indirectly from Centegra, whether as employees or independent contractors, are precluded from membership on any committee whose jurisdiction includes compensation matters and in which such physician may have a direct or indirect interest. 7. Each director, principal officer, and member of a committee with board-delegated powers shall annually sign a statement which affirms that such person has received a copy of the conflicts of interest policy; has read and understands the policy; has agreed to comply with the policy; and understands that Centegra is a charitable organization and that in order to maintain its federal tax exemption, it must engage primarily in activities which accomplish one or more of its tax exempt purposes. 8. To ensure that Centegra operates in a matter consistent with its charitable purposes and that it does not engage in activities that could jeopardize its status as an organization exempt from federal income tax, periodic reviews shall, at a minimum, include the following subjects: Whether acquisition of physician practices and other provider services result in inurement or impermissible private benefit. Whether joint venture arrangements and arrangements with management service organizations and physician hospital organizations conform to written policies, are properly recorded, reflect reasonable payment for goods and services, further Centegra's charitable purposes and do not result in inurement or impermissible private benefit. Whether agreements to provide healthcare and agreements with other healthcare providers, employees, and third party payors further Centegra's charitable purposes and do not result in inurement or impermissible private benefit. Whether business transactions on behalf of Centegra or an entity controlled by it are the result of arms-length dealing and are no less advantageous than competitively available goods and services of like grade and quality. 9. In conducting the periodic reviews provided for in Article VII, Centegra may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the board of its responsibility for ensuring that periodic reviews are conducted. |
| Compensation Review & Approval Process | Form 990, Part VI, Line 15b The Board of Directors of Centegra Health System, through the Compensation Committee comprised of independent members free of conflict, reviewed executive compensation levels and other features of the compensation plan in accordance with the organization's approved compensation philosophy and strategy: The Committee is comprised of members of the Board of Directors, who are independent of Centegra management, have no personal interest in the compensation arrangements, are not related to, or under the control of any individual whose compensation arrangement is being reviewed and have no material business relationship with Centegra. The Chief Executive Officer's compensation is determined by the Compensation Committee in relation to appropriate comparability data. Compensation for other members of the executive staff are developed by the CEO, reviewed by the Committee, evaluated against market data, and approved by the Committee. The Committee approves all compensation decisions in advance of their implementation and documents its determinations and discussions. Its decision and deliberations are thoroughly documented and meeting minutes are kept and distributed to the Committee members (for historical reference). The Compensation Committee uses a number of external resources and comparisons, and their review includes total compensation (cash compensation, plus benefits provided by Centegra) in relation to organizational performance and prevailing industry practices of comparably-sized organizations. They have engaged the services of a compensation consulting firm (Sullivan Cotter) specializing in the not-for-profit sector that has worked with Centegra and reports directly to the Compensation Committee. |
| Other Organization Documents Publicly Available | Form 990, Part VI, Line 19 All documents are available upon request. |
| FORM 990, PART IX, LINE 24A | IT SHOULD BE NOTED THAT THE RELATED COMPANY EXPENSES IN FORM 990, PART IX, LINE 24A ARE ALLOCATED AT 35% OF TOTAL EXPENSE OF THE RELATED COMPANY (CENTEGRA HEALTH SYSTEM, FEIN 36-3196559). THE ALLOCATION METHOD IS REVIEWED ANNUALLY. EXPENSE DETAIL IS AS FOLLOWS: SALARIES $8,724,825; BENEFITS $1,488,234; PAYROLL TAXES $550,354; PURCHASED SERVICES / PROFESSIONAL FEES $7,277,978; IT EXPENSES $1,953,631; OFFICE EXPENSES $1,729,072; ADVERTISING AND PROMOTIONAL $33,388; OTHER EXPENSES $3,096,698. |
| FORM 990, PART XI, LINE 9 | Change in Investment in Foundation $(551,587) Transfer to Affiliates $(5,926,000) ------------ TOTAL $(6,447,587) |
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