TY 2012 Form 990 Schedule O

efile Public Visual Render ObjectId: 201411359349307781 - Submission: 2014-05-15 TIN: 95-1644600

SCHEDULE O
(Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service

Supplemental Information to Form 990 or 990-EZ

Complete to provide information for responses to specific questions on
Form 990 or to provide any additional information.
MediumBullet

Attach to Form 990 or 990-EZ.

OMB No. 1545-0047

2012

Open to Public
Inspection

Name of the organization

CEDARS-SINAI MEDICAL CENTER

Employer identification number

95-1644600

Identifier	Return Reference	Explanation
	FORM 990, PART VI, SECTION A, LINE 2	DR. SCOTT KARLAN AND DR. BETH KARLAN, BOTH BOARD MEMBERS, HAVE A FAMILY RELATIONSHIP.
	FORM 990, PART VI, SECTION B, LINE 11	THE ORGANIZATION'S FORM 990 UNDERGOES AN INTENSE AND HIGHLY COMPREHENSIVE REVIEW PROCESS. THE REVIEW INVOLVES VARIOUS MANAGEMENT PERSONNEL AND A BIG FOUR ACCOUNTING FIRM. A MULTI-LEVEL REVIEW IS PERFORMED WITHIN THE FINANCE DEPARTMENT INCLUDING REVIEW BY THE VICE-PRESIDENT AND CHIEF FINANCIAL OFFICER. ADDITIONALLY, THE COMPENSATION INFORMATION IS REVIEWED BY THE SENIOR VICE-PRESIDENT OF HUMAN RESOURCES AND THE COMPENSATION COMMITTEE, A COMMITTEE OF BOARD MEMBERS ASSIGNED THIS TASK BY THE CHAIRMAN OF THE BOARD. THE FORM 990 IS THEN PRESENTED AT A BOARD OF DIRECTORS' MEETING ALLOWING THE ENTIRE BOARD THE OPPORTUNITY TO REVIEW AND DISCUSS THE INFORMATION REPORTED.
	FORM 990, PART VI, SECTION B, LINE 12C	THE CEDARS-SINAI MEDICAL CENTER (CSMC) CONFLICT OF INTEREST POLICY IS A BOARD-APPROVED POLICY: CONFLICT OF INTEREST OVERSIGHT THEREBY EXTENDS TO THE BOARD OF DIRECTORS. CONFLICT REPORTING IS REQUIRED THROUGH THE OFFICE OF THE PRESIDENT/CEO WHO REPORTS TO THE BOARD ON COI-RELATED MATTERS THROUGH THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS. MONITORING PRACTICES: REGULAR AND CONSISTENT MONITORING IS DELEGATED BY THE PRESIDENT/CEO TO THE DIRECTOR OF INTERNAL AUDIT/CONFLICT OF INTEREST (COI) ADMINISTRATOR AND THE CONFLICT OF INTEREST STEERING COMMITTEE. ADDITIONAL MONITORING AND ENFORCEMENT OF CONFLICTS OF INTEREST IS HANDLED THROUGH RESEARCH ADMINISTRATION AND THE INSTITUTIONAL REVIEW BOARDS (IRB) IN SUPPORT OF COMPLIANCE WITH THE CONFLICT OF INTEREST REQUIREMENTS OF THE NATIONAL INSTITUTES OF HEALTH FOR SPECIFIC RESEARCH PROTOCOLS. MECHANISMS ARE IN PLACE TO PROVIDE FOR COLLABORATION BETWEEN COI ADMINISTRATION AND RESEARCH ADMINISTRATION. ADDITIONALLY, HOSPITAL-BASED PHYSICIANS COI MATTERS ARE HANDLED BY THE APPLICABLE HOSPITAL-BASED PHYSICIAN CHAIRMEN AND COORDINATION ALSO OCCURS WHERE NECESSARY (SUCH AS WITH THE MEDICAL STAFF OFFICE FOR PHYSICIANS HOLDING MEDICAL STAFF COMMITTEE APPOINTMENTS). WHERE CONFLICTS ARE IDENTIFIED THAT REQUIRE EITHER FORMAL OR INFORMAL MONITORING, RELATED ROUTINE OR PERIODIC MONITORING IN THESE INSTANCES IS SET AT THE DEPARTMENT CHAIRPERSON OR VICE PRESIDENTIAL LEVEL, WITH ANNUAL OR OTHER FOLLOW-UP BY THE COI STEERING COMMITTEE, IRB, OR COI ADMINISTRATOR AS DEEMED APPLICABLE. COVERED INDIVIDUALS: UNDER THE CONFLICT OF INTEREST POLICY, "COVERED INDIVIDUALS" REQUIRED TO COMPLETE AN ANNUAL CONFLICT OF INTEREST DISCLOSURE QUESTIONNAIRE INCLUDE: MEMBERS OF THE BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD; THE PRESIDENT/CEO; SENIOR EXECUTIVES (DIRECT REPORTS TO THE CEO); MEMBERS OF THE COI STEERING COMMITTEE; MEMBERS OF THE FACULTY; MEMBERS OF THE MEDICAL STAFF WITH ADMINISTRATIVE RESPONSIBILITIES; MEMBERS OF MEDICAL STAFF COMMITTEES; RESEARCH INVESTIGATORS; AND OTHER INDIVIDUALS IDENTIFIED BY THE BOARD OR EXECUTIVE LEADERSHIP. WHILE ALL EMPLOYEES ARE REQUIRED BY POLICY TO DISCLOSE POTENTIAL CONFLICTS TO THEIR SUPERVISORS WHEN THEY ARISE, THE NOTED COVERED INDIVIDUALS ARE REQUIRED TO COMPLETE FORMAL ANNUAL DISCLOSURE USING A PRESCRIBED QUESTIONNAIRE. MORE FREQUENT DISCLOSURE IS REQUIRED AS WARRANTED BY ACTIVITIES UNDERTAKEN BETWEEN ANNUAL DISCLOSURES. THE DISCLOSURE POLICY EXTENDS TO FAMILY MEMBERS OF COVERED INDIVIDUALS AS THEY MAY DIRECTLY OR INDIRECTLY GIVE RISE TO CONFLICTS OF INTEREST. COI, DETERMINATION, AND REVIEW ACTION LEVELS: ALL CONFLICT OF INTEREST QUESTIONNAIRES ARE ACCUMULATED IN A WEB-BASED DATABASE REFERRED TO AS THE COI SYSTEM. THIS DATABASE INCLUDES COVERED INDIVIDUAL DISCLOSURES, RELATED DOCUMENTS AND REVIEW COMMENTS, CONCLUSIONS AND ACTIONS. ALL QUESTIONNAIRES ARE ANALYZED AND ALL DISCLOSURES MADE ARE REVIEWED FOR VALIDITY, COMPLETENESS AND THE PRESENCE OF A REAL OR PERCEIVED CONFLICT OF INTEREST. AS STRUCTURED, CONFLICTS OF INTEREST ARE ANALYZED, REVIEWED, MONITORED AND ENFORCED THROUGH TWO PRIMARY WORKFLOWS REPORTING UP TO THE PRESIDENT/CEO TO ENSURE SEGREGATION OF ACCESS, REVIEW AND ANALYSIS WHERE ALL DISCLOSURES ARE REVIEWED FIRST BY COI ADMINISTRATION AND THEN: (1) BOARD, EXECUTIVE AND COI STEERING COMMITTEE MEMBERS ARE VETTED THROUGH GENERAL COUNSEL; AND (2) ALL OTHER INDIVIDUALS REQUIRED TO SUBMIT ANNUAL CONFLICT OF INTEREST DISCLOSURE QUESTIONNAIRES ARE VETTED THROUGH THE COI STEERING COMMITTEE. ALL MEMBERS OF THE BOARD OF DIRECTORS, COMMITTEES OF THE BOARD OF DIRECTORS, CEO, CEO DIRECT REPORTS AND MEMBERS OF THE COI STEERING COMMITTEE ARE REVIEWED BY THE COI ADMINISTRATOR AND GENERAL COUNSEL, WITH REPORTING DIRECTLY THROUGH THE CEO AND THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS. CERTAIN ENFORCEMENT ACTIONS ARE HANDLED AT THE CEO LEVEL BUT WITH REPORTING TO THE BOARD THROUGH THE AUDIT COMMITTEE; AND, CERTAIN ENFORCEMENT ACTIONS ARE DETERMINED BY THE AUDIT COMMITTEE WITH REPORTING AND/OR RECOMMENDATION TO THE BOARD. THE COI STEERING COMMITTEE IS AN ADVISORY COMMITTEE TO THE PRESIDENT AND CEO ON A VARIETY OF COI MATTERS INCLUDING THE MONITORING AND ENFORCEMENT OF COMPLIANCE WITH THE COI POLICY, COI POLICY DEVELOPMENT AND MAINTENANCE, AND OTHER COI RELATED MATTERS. A SUB-GROUP OF THE COMMITTEE REVIEWS MATTERS IDENTIFIED BY COI ADMINISTRATION AS REQUIRING ADDITIONAL REVIEW AND ACTION. THIS GROUP CLOSES OR MOVES THE MATTERS UP TO THE COI STEERING COMMITTEE LEVEL FOR REVIEW AND ACTION. REGARDLESS OF THE MONITORING AND ENFORCEMENT PATH, DISCLOSURES ARE CONCLUDED IN ONE OF THE FOLLOWING MANNERS: -- NO CONFLICT EXISTS; -- MANAGED BY DISCLOSURE; -- MANAGED (BY SOME ACTION); -- MANAGED BY PLAN (FORMAL PLAN WITH FOLLOW-UP); -- MANAGED BY PLAN: IRB (FORMAL PLAN IS DEVELOPED AND MANAGED BY RESEARCH ADMINISTRATION FOR CLINICAL TRIAL RELATED MATTERS); -- MANAGED BY SEPARATION (FROM EITHER THEIR APPLICABLE CSMC ROLE OR THE ACTIVITY CREATING THE CONFLICT); -- CONFLICT (A CONFLICT THAT MUST BE REPORTED FOR CEO/BOARD LEVEL ACTION). ACTUAL OR POTENTIAL CONFLICTS CONCLUDED TO BE "MANAGED" ARE DEEMED TO BE INSIGNIFICANT, ADDRESSED DURING THE INITIAL EMPLOYMENT PROCESS AND IF CIRCUMSTANCES HAVE NOT CHANGED, APPROVED BY THE APPROPRIATE MANAGEMENT OR ACTION HAS BEEN IMPLEMENTED TO ENSURE THE IDENTIFIED CONFLICT IS SUFFICIENTLY MITIGATED. WHEN THERE IS A CONFLICT FOR WHICH SOME REASONABLE ACTION CANNOT OR WILL NOT BE TAKEN TO MITIGATE IT, THE MATTER IS REPORTED TO THE CEO, THE AUDIT COMMITTEE AND EVENTUALLY THE BOARD, AS APPROPRIATE, FOR DETERMINATION OF THE ACTION TO BE TAKEN. ADDITIONALLY, PROACTIVE PROCESSES HAVE BEEN IMPLEMENTED TO SUPPORT THE DISCLOSURE, IDENTIFICATION, REVIEW AND ANALYSIS PROCESS. FOR EXAMPLE, FORMAL RECUSAL IS DISCUSSED AND REQUIRED OF ALL BOARD AND BOARD COMMITTEE MEMBERS AND MEDICAL STAFF COMMITTEE MEMBERS (INCLUDING MEMBERS OF THE PERFORMANCE IMPROVEMENT COMMITTEE) AS PART OF THEIR APPOINTMENT RESPONSIBILITIES. THIS POLICY IS REVIEWED AT THE FIRST MEETING OF THE BOARD, EACH BOARD COMMITTEE AND EACH MEDICAL STAFF COMMITTEE AT THE BEGINNING OF RELATED ANNUAL CYCLES. RESTRICTIONS IMPOSED: ANYONE IN VIOLATION OF THE POLICY IS SUBJECT TO THE FOLLOWING ADMINISTRATIVE ACTIONS INCLUDING ORAL ADMONISHMENT, WRITTEN REPRIMAND, DISCIPLINE, REASSIGNMENT, DEMOTION, SUSPENSION, REMOVAL, TERMINATION OR SEPARATION. THE MEDICAL CENTER RESERVES THE RIGHT TO PURSUE OTHER ACTIONS AGAINST ANYONE WHO VIOLATES THE COI POLICY TO THE DETRIMENT OF THE MEDICAL CENTER. IN THIS REGARD, VARIOUS MECHANISMS ARE IN PLACE WITH REGARD TO ACTIONS TAKEN OR RESTRICTIONS IMPOSED. WHEN AN INDIVIDUAL IS DETERMINED TO BE INVOLVED IN A CONFLICTED RELATIONSHIP OR ACTIVITY, ONE OR MORE OF THE FOLLOWING ACTIONS ARE TAKEN: (1) THE INDIVIDUAL CEASES AND DESISTS THE ACTIVITY/RELATIONSHIP CREATING THE CONFLICT; OR (2) THE INDIVIDUAL ENDS THEIR APPLICABLE RELATIONSHIP WITH CSMC; OR (3) IF RELATIVE TO AN INDIVIDUAL'S ROLE IN A DECISION MAKING PROCESS, THE INDIVIDUAL WOULD BE ASKED TO RECUSE HIMSELF/HERSELF OR BE RECUSED FROM APPLICABLE DECISION-MAKING PROCESSES. (4) DEPENDING ON THE PRESENTED FACTS, A MANAGEMENT PLAN MAY BE PUT IN PLACE TO OVERSEE THE INDIVIDUAL TO ENSURE PERTINENT ACTIONS ARE TAKEN TO MITIGATE THE CONFLICT (E.G., AN OUTSIDE IRB IS USED OR INDEPENDENT RESEARCH INVESTIGATOR IS USED TO OVERSEE A RESEARCH PROJECT, SPECIFIC DISCLOSURES ARE REQUIRED IN CME PRESENTATIONS, DIRECT OVERSIGHT IS REQUIRED OF DEPARTMENT CHAIRS, ETC.). THE MANAGEMENT PLAN WOULD BE CENTRALLY (MEDICAL CENTER ADMINISTRATION) CONTROLLED OR LOCALLY CONTROLLED (DEPARTMENT VP OR CHAIR) DEPENDING UPON THE NATURE OF THE RELATIONSHIP. ASSURANCES WOULD BE SECURED THAT MANAGEMENT IS AWARE OF CERTAIN RELATIONSHIPS THAT MIGHT BE PERCEIVED AS A CONFLICT SO THEY ARE ON NOTICE SHOULD ANYTHING ARISE SUGGESTING THE POTENTIAL CONFLICT IS MORE OF AN ISSUE OR SHOULD THE RELATIONSHIP/ACTION EVOLVE INTO A MORE SIGNIFICANT MATTER. OTHER ACTIONS ARE TAKEN DEPENDING UPON THE NATURE OF THE RELATIONSHIPS/ACTIVITIES.
	FORM 990, PART VI, SECTION B, LINE 15	THE EXECUTIVE PERSONNEL COMMITTEE (THE COMMITTEE) IS A STANDING COMMITTEE OF THE BOARD OF DIRECTORS. THE COMMITTEE ADDRESSES COMPENSATION AND BENEFITS REGARDING THE MEDICAL CENTER'S EXECUTIVE EMPLOYEES AND CONTRACTUALLY ENGAGED FACULTY (ALL COMPENSATED INDIVIDUALS REPORTED ON PART VII AND SCHEDULE J FALL UNDER ONE OF THESE TWO CATEGORIES), AND IS AUTHORIZED BY THE BOARD OF DIRECTORS TO ACT ON BEHALF OF THE BOARD WITH RESPECT TO SUCH ISSUES, AND OTHER GOVERNANCE ISSUES AS REQUESTED BY THE BOARD OF DIRECTORS, THE EXECUTIVE COMMITTEE OF THE BOARD OF DIRECTORS, THE CHAIR OF THE BOARD OF DIRECTORS, OR THE CEO, ALL SUBJECT TO THE COMMITTEE'S ONGOING REPORTING OBLIGATION TO THE BOARD OF DIRECTORS OR THE EXECUTIVE COMMITTEE OF THE BOARD OF DIRECTORS. SPECIFICALLY, THE COMMITTEE EVALUATES THE PERFORMANCE AND APPROVES THE COMPENSATION AND BENEFITS FOR THE MEDICAL CENTER'S PRESIDENT AND CHIEF EXECUTIVE OFFICER; AND APPROVES THE COMPENSATION AND BENEFIT PLANS FOR EXECUTIVES AND THE MEDICAL CENTER'S CONTRACTUALLY ENGAGED FACULTY. THE COMMITTEE ALSO REVIEWS AND APPROVES THE CEO'S EXECUTION OF THOSE PLANS WITHIN ESTABLISHED PARAMETERS, TAKING INTO CONSIDERATION THE PERFORMANCE OF THE ORGANIZATION AS A WHOLE; AND ADDRESSES SUCH OTHER COMPENSATION ISSUES REGARDING THE MEDICAL CENTER'S EXECUTIVES AND CONTRACTUALLY ENGAGED FACULTY AS REQUESTED BY THE BOARD OF DIRECTORS. THE MEMBERS OF THE COMMITTEE ARE APPOINTED ANNUALLY BY THE CHAIR OF THE BOARD OF DIRECTORS. APPOINTMENTS ARE FOR A ONE YEAR TERM. MEMBERS OF THE COMMITTEE ARE INDEPENDENT MEMBERS OF THE BOARD OF DIRECTORS OR LIFE TRUSTEES, WITH NO EXISTING CONFLICTS OF INTEREST WITHIN THE PRIOR FIVE (5) YEARS RELATED TO THE MEDICAL CENTER'S CEO, EXECUTIVES OR CONTRACTUALLY ENGAGED FACULTY WHOSE COMPENSATION AND BENEFITS AND RELATED BENEFIT PLANS ARE REVIEWED AND APPROVED BY THE COMMITTEE. INDEPENDENCE OF DIRECTORS AND LIFE TRUSTEES ARE DETERMINED BY STANDARDS ADOPTED BY THE INTERNAL REVENUE SERVICE. THE CEO IS A NON-VOTING MEMBER OF THE COMMITTEE AND WILL BE INVITED TO ATTEND ITS MEETINGS, UNLESS OTHERWISE DETERMINED BY THE COMMITTEE. WHENEVER THE COMMITTEE DISCUSSES THE CEO'S COMPENSATION AND BENEFITS OR ANY COMPENSATION AND BENEFIT PLAN IN WHICH THE CEO PARTICIPATES, THE CEO WILL BE IN ATTENDANCE ONLY TO THE EXTENT REQUESTED BY THE COMMITTEE. THE CEO WILL BE EXCUSED PRIOR TO THE COMMITTEE'S DECISION MAKING. THE COMMITTEE FOLLOWS A PROCESS THAT ENSURES THAT THE COMPENSATION AND BENEFITS PROVIDED TO THE CEO, OTHER EXECUTIVES AND CONTRACTUALLY ENGAGED FACULTY IS REASONABLE AND IN COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS. THE MEDICAL CENTER'S SVP OF HR PROVIDES STAFF SUPPORT TO THE COMMITTEE. THE COMMITTEE MAY INCLUDE MEMBERS OF THE MEDICAL CENTER'S MANAGEMENT TEAM OR ANY OTHER PERSON WHOSE PRESENCE THE COMMITTEE BELIEVES TO BE DESIRABLE OR APPROPRIATE. THE COMMITTEE MAY ENGAGE AN INDEPENDENT COMPENSATION AND BENEFITS CONSULTANT, AND ANY OTHER ADVISORS THEY DEEM NECESSARY. THE COMMITTEE MAY ALSO ENGAGE INDEPENDENT COUNSEL. THE MEDICAL CENTER WILL PROVIDE FOR APPROPRIATE FUNDING FOR PAYMENT OF COSTS TO ANY SUCH PERSONS RETAINED BY THE COMMITTEE. AT THE COMMITTEE'S DIRECTION, THE INDEPENDENT COMPENSATION CONSULTANT SHALL PREPARE SUCH REPORTS AS THE COMMITTEE REASONABLY DEEMS NECESSARY. AT A MINIMUM, SUCH REPORTS WILL INCLUDE MARKET SURVEY DATA FROM A PEER GROUP DESIGNATED BY THE COMMITTEE, WHICH SHALL BE CONSIDERED BY THE COMMITTEE PRIOR TO MAKING DECISIONS. THE COMMITTEE MEETS AS FREQUENTLY AS THE COMMITTEE DEEMS NECESSARY AND WILL MAINTAIN WRITTEN MINUTES OF ITS MEETINGS.
	FORM 990, PART VI, SECTION C, LINE 18	THE ORGANIZATION'S FORMS 990 AND 990-T ARE AVAILABLE UPON REQUEST. FORM 990 IS ALSO AVAILABLE ON THE GUIDESTAR.ORG WEBSITE.
	FORM 990, PART VI, SECTION C, LINE 19	THE ORGANIZATION POSTS ITS CORPORATE COMPLIANCE PROGRAM PLAN ON ITS WEBSITE. THE CORPORATE COMPLIANCE PROGRAM PLAN OUTLINES THE STANDARDS OF CONDUCT FOR THE GOVERNING BOARD AND ALL EMPLOYEES. ADDITIONALLY, THE ORGANIZATION'S AUDITED CONSOLIDATED FINANCIAL STATEMENTS ARE ATTACHED TO ITS FORM 990. THE CONFLICT OF INTEREST POLICY AND GOVERNING DOCUMENTS ARE NOT AVAILABLE TO THE PUBLIC.
CHANGES IN NET ASSETS OR FUND BALANCES:	FORM 990, PART XI, LINE 9:	TRANSFERS TO GREATER VALLEY MANAGEMENT SERVICES ORG INC -1,926. PENSION GAINS 57,451,388.

Identifier

Return Reference

Explanation

FORM 990, PART VI, SECTION A, LINE 2

DR. SCOTT KARLAN AND DR. BETH KARLAN, BOTH BOARD MEMBERS, HAVE A FAMILY RELATIONSHIP.

FORM 990, PART VI, SECTION B, LINE 11

THE ORGANIZATION'S FORM 990 UNDERGOES AN INTENSE AND HIGHLY COMPREHENSIVE REVIEW PROCESS. THE REVIEW INVOLVES VARIOUS MANAGEMENT PERSONNEL AND A BIG FOUR ACCOUNTING FIRM. A MULTI-LEVEL REVIEW IS PERFORMED WITHIN THE FINANCE DEPARTMENT INCLUDING REVIEW BY THE VICE-PRESIDENT AND CHIEF FINANCIAL OFFICER. ADDITIONALLY, THE COMPENSATION INFORMATION IS REVIEWED BY THE SENIOR VICE-PRESIDENT OF HUMAN RESOURCES AND THE COMPENSATION COMMITTEE, A COMMITTEE OF BOARD MEMBERS ASSIGNED THIS TASK BY THE CHAIRMAN OF THE BOARD. THE FORM 990 IS THEN PRESENTED AT A BOARD OF DIRECTORS' MEETING ALLOWING THE ENTIRE BOARD THE OPPORTUNITY TO REVIEW AND DISCUSS THE INFORMATION REPORTED.

FORM 990, PART VI, SECTION B, LINE 12C

THE CEDARS-SINAI MEDICAL CENTER (CSMC) CONFLICT OF INTEREST POLICY IS A BOARD-APPROVED POLICY: CONFLICT OF INTEREST OVERSIGHT THEREBY EXTENDS TO THE BOARD OF DIRECTORS. CONFLICT REPORTING IS REQUIRED THROUGH THE OFFICE OF THE PRESIDENT/CEO WHO REPORTS TO THE BOARD ON COI-RELATED MATTERS THROUGH THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS. MONITORING PRACTICES: REGULAR AND CONSISTENT MONITORING IS DELEGATED BY THE PRESIDENT/CEO TO THE DIRECTOR OF INTERNAL AUDIT/CONFLICT OF INTEREST (COI) ADMINISTRATOR AND THE CONFLICT OF INTEREST STEERING COMMITTEE. ADDITIONAL MONITORING AND ENFORCEMENT OF CONFLICTS OF INTEREST IS HANDLED THROUGH RESEARCH ADMINISTRATION AND THE INSTITUTIONAL REVIEW BOARDS (IRB) IN SUPPORT OF COMPLIANCE WITH THE CONFLICT OF INTEREST REQUIREMENTS OF THE NATIONAL INSTITUTES OF HEALTH FOR SPECIFIC RESEARCH PROTOCOLS. MECHANISMS ARE IN PLACE TO PROVIDE FOR COLLABORATION BETWEEN COI ADMINISTRATION AND RESEARCH ADMINISTRATION. ADDITIONALLY, HOSPITAL-BASED PHYSICIANS COI MATTERS ARE HANDLED BY THE APPLICABLE HOSPITAL-BASED PHYSICIAN CHAIRMEN AND COORDINATION ALSO OCCURS WHERE NECESSARY (SUCH AS WITH THE MEDICAL STAFF OFFICE FOR PHYSICIANS HOLDING MEDICAL STAFF COMMITTEE APPOINTMENTS). WHERE CONFLICTS ARE IDENTIFIED THAT REQUIRE EITHER FORMAL OR INFORMAL MONITORING, RELATED ROUTINE OR PERIODIC MONITORING IN THESE INSTANCES IS SET AT THE DEPARTMENT CHAIRPERSON OR VICE PRESIDENTIAL LEVEL, WITH ANNUAL OR OTHER FOLLOW-UP BY THE COI STEERING COMMITTEE, IRB, OR COI ADMINISTRATOR AS DEEMED APPLICABLE. COVERED INDIVIDUALS: UNDER THE CONFLICT OF INTEREST POLICY, "COVERED INDIVIDUALS" REQUIRED TO COMPLETE AN ANNUAL CONFLICT OF INTEREST DISCLOSURE QUESTIONNAIRE INCLUDE: MEMBERS OF THE BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD; THE PRESIDENT/CEO; SENIOR EXECUTIVES (DIRECT REPORTS TO THE CEO); MEMBERS OF THE COI STEERING COMMITTEE; MEMBERS OF THE FACULTY; MEMBERS OF THE MEDICAL STAFF WITH ADMINISTRATIVE RESPONSIBILITIES; MEMBERS OF MEDICAL STAFF COMMITTEES; RESEARCH INVESTIGATORS; AND OTHER INDIVIDUALS IDENTIFIED BY THE BOARD OR EXECUTIVE LEADERSHIP. WHILE ALL EMPLOYEES ARE REQUIRED BY POLICY TO DISCLOSE POTENTIAL CONFLICTS TO THEIR SUPERVISORS WHEN THEY ARISE, THE NOTED COVERED INDIVIDUALS ARE REQUIRED TO COMPLETE FORMAL ANNUAL DISCLOSURE USING A PRESCRIBED QUESTIONNAIRE. MORE FREQUENT DISCLOSURE IS REQUIRED AS WARRANTED BY ACTIVITIES UNDERTAKEN BETWEEN ANNUAL DISCLOSURES. THE DISCLOSURE POLICY EXTENDS TO FAMILY MEMBERS OF COVERED INDIVIDUALS AS THEY MAY DIRECTLY OR INDIRECTLY GIVE RISE TO CONFLICTS OF INTEREST. COI, DETERMINATION, AND REVIEW ACTION LEVELS: ALL CONFLICT OF INTEREST QUESTIONNAIRES ARE ACCUMULATED IN A WEB-BASED DATABASE REFERRED TO AS THE COI SYSTEM. THIS DATABASE INCLUDES COVERED INDIVIDUAL DISCLOSURES, RELATED DOCUMENTS AND REVIEW COMMENTS, CONCLUSIONS AND ACTIONS. ALL QUESTIONNAIRES ARE ANALYZED AND ALL DISCLOSURES MADE ARE REVIEWED FOR VALIDITY, COMPLETENESS AND THE PRESENCE OF A REAL OR PERCEIVED CONFLICT OF INTEREST. AS STRUCTURED, CONFLICTS OF INTEREST ARE ANALYZED, REVIEWED, MONITORED AND ENFORCED THROUGH TWO PRIMARY WORKFLOWS REPORTING UP TO THE PRESIDENT/CEO TO ENSURE SEGREGATION OF ACCESS, REVIEW AND ANALYSIS WHERE ALL DISCLOSURES ARE REVIEWED FIRST BY COI ADMINISTRATION AND THEN: (1) BOARD, EXECUTIVE AND COI STEERING COMMITTEE MEMBERS ARE VETTED THROUGH GENERAL COUNSEL; AND (2) ALL OTHER INDIVIDUALS REQUIRED TO SUBMIT ANNUAL CONFLICT OF INTEREST DISCLOSURE QUESTIONNAIRES ARE VETTED THROUGH THE COI STEERING COMMITTEE. ALL MEMBERS OF THE BOARD OF DIRECTORS, COMMITTEES OF THE BOARD OF DIRECTORS, CEO, CEO DIRECT REPORTS AND MEMBERS OF THE COI STEERING COMMITTEE ARE REVIEWED BY THE COI ADMINISTRATOR AND GENERAL COUNSEL, WITH REPORTING DIRECTLY THROUGH THE CEO AND THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS. CERTAIN ENFORCEMENT ACTIONS ARE HANDLED AT THE CEO LEVEL BUT WITH REPORTING TO THE BOARD THROUGH THE AUDIT COMMITTEE; AND, CERTAIN ENFORCEMENT ACTIONS ARE DETERMINED BY THE AUDIT COMMITTEE WITH REPORTING AND/OR RECOMMENDATION TO THE BOARD. THE COI STEERING COMMITTEE IS AN ADVISORY COMMITTEE TO THE PRESIDENT AND CEO ON A VARIETY OF COI MATTERS INCLUDING THE MONITORING AND ENFORCEMENT OF COMPLIANCE WITH THE COI POLICY, COI POLICY DEVELOPMENT AND MAINTENANCE, AND OTHER COI RELATED MATTERS. A SUB-GROUP OF THE COMMITTEE REVIEWS MATTERS IDENTIFIED BY COI ADMINISTRATION AS REQUIRING ADDITIONAL REVIEW AND ACTION. THIS GROUP CLOSES OR MOVES THE MATTERS UP TO THE COI STEERING COMMITTEE LEVEL FOR REVIEW AND ACTION. REGARDLESS OF THE MONITORING AND ENFORCEMENT PATH, DISCLOSURES ARE CONCLUDED IN ONE OF THE FOLLOWING MANNERS: -- NO CONFLICT EXISTS; -- MANAGED BY DISCLOSURE; -- MANAGED (BY SOME ACTION); -- MANAGED BY PLAN (FORMAL PLAN WITH FOLLOW-UP); -- MANAGED BY PLAN: IRB (FORMAL PLAN IS DEVELOPED AND MANAGED BY RESEARCH ADMINISTRATION FOR CLINICAL TRIAL RELATED MATTERS); -- MANAGED BY SEPARATION (FROM EITHER THEIR APPLICABLE CSMC ROLE OR THE ACTIVITY CREATING THE CONFLICT); -- CONFLICT (A CONFLICT THAT MUST BE REPORTED FOR CEO/BOARD LEVEL ACTION). ACTUAL OR POTENTIAL CONFLICTS CONCLUDED TO BE "MANAGED" ARE DEEMED TO BE INSIGNIFICANT, ADDRESSED DURING THE INITIAL EMPLOYMENT PROCESS AND IF CIRCUMSTANCES HAVE NOT CHANGED, APPROVED BY THE APPROPRIATE MANAGEMENT OR ACTION HAS BEEN IMPLEMENTED TO ENSURE THE IDENTIFIED CONFLICT IS SUFFICIENTLY MITIGATED. WHEN THERE IS A CONFLICT FOR WHICH SOME REASONABLE ACTION CANNOT OR WILL NOT BE TAKEN TO MITIGATE IT, THE MATTER IS REPORTED TO THE CEO, THE AUDIT COMMITTEE AND EVENTUALLY THE BOARD, AS APPROPRIATE, FOR DETERMINATION OF THE ACTION TO BE TAKEN. ADDITIONALLY, PROACTIVE PROCESSES HAVE BEEN IMPLEMENTED TO SUPPORT THE DISCLOSURE, IDENTIFICATION, REVIEW AND ANALYSIS PROCESS. FOR EXAMPLE, FORMAL RECUSAL IS DISCUSSED AND REQUIRED OF ALL BOARD AND BOARD COMMITTEE MEMBERS AND MEDICAL STAFF COMMITTEE MEMBERS (INCLUDING MEMBERS OF THE PERFORMANCE IMPROVEMENT COMMITTEE) AS PART OF THEIR APPOINTMENT RESPONSIBILITIES. THIS POLICY IS REVIEWED AT THE FIRST MEETING OF THE BOARD, EACH BOARD COMMITTEE AND EACH MEDICAL STAFF COMMITTEE AT THE BEGINNING OF RELATED ANNUAL CYCLES. RESTRICTIONS IMPOSED: ANYONE IN VIOLATION OF THE POLICY IS SUBJECT TO THE FOLLOWING ADMINISTRATIVE ACTIONS INCLUDING ORAL ADMONISHMENT, WRITTEN REPRIMAND, DISCIPLINE, REASSIGNMENT, DEMOTION, SUSPENSION, REMOVAL, TERMINATION OR SEPARATION. THE MEDICAL CENTER RESERVES THE RIGHT TO PURSUE OTHER ACTIONS AGAINST ANYONE WHO VIOLATES THE COI POLICY TO THE DETRIMENT OF THE MEDICAL CENTER. IN THIS REGARD, VARIOUS MECHANISMS ARE IN PLACE WITH REGARD TO ACTIONS TAKEN OR RESTRICTIONS IMPOSED. WHEN AN INDIVIDUAL IS DETERMINED TO BE INVOLVED IN A CONFLICTED RELATIONSHIP OR ACTIVITY, ONE OR MORE OF THE FOLLOWING ACTIONS ARE TAKEN: (1) THE INDIVIDUAL CEASES AND DESISTS THE ACTIVITY/RELATIONSHIP CREATING THE CONFLICT; OR (2) THE INDIVIDUAL ENDS THEIR APPLICABLE RELATIONSHIP WITH CSMC; OR (3) IF RELATIVE TO AN INDIVIDUAL'S ROLE IN A DECISION MAKING PROCESS, THE INDIVIDUAL WOULD BE ASKED TO RECUSE HIMSELF/HERSELF OR BE RECUSED FROM APPLICABLE DECISION-MAKING PROCESSES. (4) DEPENDING ON THE PRESENTED FACTS, A MANAGEMENT PLAN MAY BE PUT IN PLACE TO OVERSEE THE INDIVIDUAL TO ENSURE PERTINENT ACTIONS ARE TAKEN TO MITIGATE THE CONFLICT (E.G., AN OUTSIDE IRB IS USED OR INDEPENDENT RESEARCH INVESTIGATOR IS USED TO OVERSEE A RESEARCH PROJECT, SPECIFIC DISCLOSURES ARE REQUIRED IN CME PRESENTATIONS, DIRECT OVERSIGHT IS REQUIRED OF DEPARTMENT CHAIRS, ETC.). THE MANAGEMENT PLAN WOULD BE CENTRALLY (MEDICAL CENTER ADMINISTRATION) CONTROLLED OR LOCALLY CONTROLLED (DEPARTMENT VP OR CHAIR) DEPENDING UPON THE NATURE OF THE RELATIONSHIP. ASSURANCES WOULD BE SECURED THAT MANAGEMENT IS AWARE OF CERTAIN RELATIONSHIPS THAT MIGHT BE PERCEIVED AS A CONFLICT SO THEY ARE ON NOTICE SHOULD ANYTHING ARISE SUGGESTING THE POTENTIAL CONFLICT IS MORE OF AN ISSUE OR SHOULD THE RELATIONSHIP/ACTION EVOLVE INTO A MORE SIGNIFICANT MATTER. OTHER ACTIONS ARE TAKEN DEPENDING UPON THE NATURE OF THE RELATIONSHIPS/ACTIVITIES.

FORM 990, PART VI, SECTION B, LINE 15

THE EXECUTIVE PERSONNEL COMMITTEE (THE COMMITTEE) IS A STANDING COMMITTEE OF THE BOARD OF DIRECTORS. THE COMMITTEE ADDRESSES COMPENSATION AND BENEFITS REGARDING THE MEDICAL CENTER'S EXECUTIVE EMPLOYEES AND CONTRACTUALLY ENGAGED FACULTY (ALL COMPENSATED INDIVIDUALS REPORTED ON PART VII AND SCHEDULE J FALL UNDER ONE OF THESE TWO CATEGORIES), AND IS AUTHORIZED BY THE BOARD OF DIRECTORS TO ACT ON BEHALF OF THE BOARD WITH RESPECT TO SUCH ISSUES, AND OTHER GOVERNANCE ISSUES AS REQUESTED BY THE BOARD OF DIRECTORS, THE EXECUTIVE COMMITTEE OF THE BOARD OF DIRECTORS, THE CHAIR OF THE BOARD OF DIRECTORS, OR THE CEO, ALL SUBJECT TO THE COMMITTEE'S ONGOING REPORTING OBLIGATION TO THE BOARD OF DIRECTORS OR THE EXECUTIVE COMMITTEE OF THE BOARD OF DIRECTORS. SPECIFICALLY, THE COMMITTEE EVALUATES THE PERFORMANCE AND APPROVES THE COMPENSATION AND BENEFITS FOR THE MEDICAL CENTER'S PRESIDENT AND CHIEF EXECUTIVE OFFICER; AND APPROVES THE COMPENSATION AND BENEFIT PLANS FOR EXECUTIVES AND THE MEDICAL CENTER'S CONTRACTUALLY ENGAGED FACULTY. THE COMMITTEE ALSO REVIEWS AND APPROVES THE CEO'S EXECUTION OF THOSE PLANS WITHIN ESTABLISHED PARAMETERS, TAKING INTO CONSIDERATION THE PERFORMANCE OF THE ORGANIZATION AS A WHOLE; AND ADDRESSES SUCH OTHER COMPENSATION ISSUES REGARDING THE MEDICAL CENTER'S EXECUTIVES AND CONTRACTUALLY ENGAGED FACULTY AS REQUESTED BY THE BOARD OF DIRECTORS. THE MEMBERS OF THE COMMITTEE ARE APPOINTED ANNUALLY BY THE CHAIR OF THE BOARD OF DIRECTORS. APPOINTMENTS ARE FOR A ONE YEAR TERM. MEMBERS OF THE COMMITTEE ARE INDEPENDENT MEMBERS OF THE BOARD OF DIRECTORS OR LIFE TRUSTEES, WITH NO EXISTING CONFLICTS OF INTEREST WITHIN THE PRIOR FIVE (5) YEARS RELATED TO THE MEDICAL CENTER'S CEO, EXECUTIVES OR CONTRACTUALLY ENGAGED FACULTY WHOSE COMPENSATION AND BENEFITS AND RELATED BENEFIT PLANS ARE REVIEWED AND APPROVED BY THE COMMITTEE. INDEPENDENCE OF DIRECTORS AND LIFE TRUSTEES ARE DETERMINED BY STANDARDS ADOPTED BY THE INTERNAL REVENUE SERVICE. THE CEO IS A NON-VOTING MEMBER OF THE COMMITTEE AND WILL BE INVITED TO ATTEND ITS MEETINGS, UNLESS OTHERWISE DETERMINED BY THE COMMITTEE. WHENEVER THE COMMITTEE DISCUSSES THE CEO'S COMPENSATION AND BENEFITS OR ANY COMPENSATION AND BENEFIT PLAN IN WHICH THE CEO PARTICIPATES, THE CEO WILL BE IN ATTENDANCE ONLY TO THE EXTENT REQUESTED BY THE COMMITTEE. THE CEO WILL BE EXCUSED PRIOR TO THE COMMITTEE'S DECISION MAKING. THE COMMITTEE FOLLOWS A PROCESS THAT ENSURES THAT THE COMPENSATION AND BENEFITS PROVIDED TO THE CEO, OTHER EXECUTIVES AND CONTRACTUALLY ENGAGED FACULTY IS REASONABLE AND IN COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS. THE MEDICAL CENTER'S SVP OF HR PROVIDES STAFF SUPPORT TO THE COMMITTEE. THE COMMITTEE MAY INCLUDE MEMBERS OF THE MEDICAL CENTER'S MANAGEMENT TEAM OR ANY OTHER PERSON WHOSE PRESENCE THE COMMITTEE BELIEVES TO BE DESIRABLE OR APPROPRIATE. THE COMMITTEE MAY ENGAGE AN INDEPENDENT COMPENSATION AND BENEFITS CONSULTANT, AND ANY OTHER ADVISORS THEY DEEM NECESSARY. THE COMMITTEE MAY ALSO ENGAGE INDEPENDENT COUNSEL. THE MEDICAL CENTER WILL PROVIDE FOR APPROPRIATE FUNDING FOR PAYMENT OF COSTS TO ANY SUCH PERSONS RETAINED BY THE COMMITTEE. AT THE COMMITTEE'S DIRECTION, THE INDEPENDENT COMPENSATION CONSULTANT SHALL PREPARE SUCH REPORTS AS THE COMMITTEE REASONABLY DEEMS NECESSARY. AT A MINIMUM, SUCH REPORTS WILL INCLUDE MARKET SURVEY DATA FROM A PEER GROUP DESIGNATED BY THE COMMITTEE, WHICH SHALL BE CONSIDERED BY THE COMMITTEE PRIOR TO MAKING DECISIONS. THE COMMITTEE MEETS AS FREQUENTLY AS THE COMMITTEE DEEMS NECESSARY AND WILL MAINTAIN WRITTEN MINUTES OF ITS MEETINGS.

FORM 990, PART VI, SECTION C, LINE 18

THE ORGANIZATION'S FORMS 990 AND 990-T ARE AVAILABLE UPON REQUEST. FORM 990 IS ALSO AVAILABLE ON THE GUIDESTAR.ORG WEBSITE.

FORM 990, PART VI, SECTION C, LINE 19

THE ORGANIZATION POSTS ITS CORPORATE COMPLIANCE PROGRAM PLAN ON ITS WEBSITE. THE CORPORATE COMPLIANCE PROGRAM PLAN OUTLINES THE STANDARDS OF CONDUCT FOR THE GOVERNING BOARD AND ALL EMPLOYEES. ADDITIONALLY, THE ORGANIZATION'S AUDITED CONSOLIDATED FINANCIAL STATEMENTS ARE ATTACHED TO ITS FORM 990. THE CONFLICT OF INTEREST POLICY AND GOVERNING DOCUMENTS ARE NOT AVAILABLE TO THE PUBLIC.

CHANGES IN NET ASSETS OR FUND BALANCES:

FORM 990, PART XI, LINE 9:

TRANSFERS TO GREATER VALLEY MANAGEMENT SERVICES ORG INC -1,926. PENSION GAINS 57,451,388.

For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.

Cat. No. 51056K

Schedule O (Form 990 or 990-EZ) 2012

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