| FORM 990, PART VI, SECTION A, LINE 2 |
KATHERINE EDRINGTON CHIEF OPERATING OFFICER AND KRISTIN BOGGS, CHIEF INTEGRITY & COMPLIANCE OFFICER ARE SIBLINGS. ADENA HAS IMPLEMENTED A MECHANISM FOR TRIAGING ANY UNDERLYING CONCERNS INVOLVING EITHER PARTY DIRECTLY TO THE CHRO AS WELL AS BOTH PARTIES SHALL RECUSE THEMSELVES FROM ANY DECISIONS INVOLVING THE OTHER PARTY. |
| FORM 990, PART VI, SECTION A, LINE 6 |
THE ORGANIZATION IS COMPOSED OF 9 MEMBER CHURCHES. ALL OF THE CHURCHES ARE IN THE CHILLICOTHE, OHIO AREA. 1. FIRST PRESBYTERIAN CHURCH 2. ORCHARD HILL UNITED CHURCH OF CHRIST 3. TABERNACLE BAPTIST CHURCH 4. ST. MARY'S CATHOLIC CHURCH 5. TRINITY UNITED METHODIST CHURCH 6. ST. PAUL'S EPISCOPAL CHURCH 7. WALNUT STREET UNITED METHODIST CHURCH 8. ST. PETER'S CATHOLIC CHURCH |
| FORM 990, PART VI, SECTION A, LINE 7A |
THE CORPORATE MEMBER CHURCHES MAY NOMINATE A BOARD MEMBER, BUT THE BOARD OF DIRECTORS OF AHS RESERVES THE FINAL APPROVAL. THE CORPORATE MEMBER CHURCHES MAY ONLY ELECT ONE PERSON PER CHURCH TO ACT AS THEIR TRUSTEE. THE TRUSTEES AT LARGE GET APPOINTED AS FOLLOWS. SECTION 3.03 OF THE CODE OF REGULATIONS OF AHS - "THE BOARD SHALL ELECT SIX (6) AT-LARGE TRUSTEE POSITIONS. TWO OF THESE POSITIONS SHALL BE FILLED WITH PHYSICIANS WHO ARE MEMBERS OF THE ACTIVE MEDICAL STAFF RECOMMENDED BY THE MEDICAL STAFF IN ACCORDANCE WITH THE MEDICAL STAFF BYLAWS. WHEN A VACANCY OCCURS AMONG THE FOUR (4) AT LARGE TRUSTEES, WITH THE EXCEPTION OF MEMBERS ELIGIBLE FOR REAPPOINTMENT, THE TRUSTEE COMMITTEE SHALL NOMINATE TO THE BOARD A CANDIDATE FOR THE VACANT POSITION." |
| FORM 990, PART VI, SECTION A, LINE 7B |
SECTION 2.04 RIGHTS OF THE CORPORATE MEMBERS: (A) THE RIGHT TO ELECT NINE TRUSTEES OF THE CORPORATION AS SPECIFIED IN THESE BYLAWS. (B) THE RIGHT TO APPROVE ANY LEASE, SALE EXCHANGE, TRANSFER, OR OTHER DISPOSITION OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF THE CORPORATION. (C) THE RIGHT TO APPROVE ANY PROPOSED MERGER OR CONSOLIDATION OF THE CORPORATION. (D) THE RIGHT TO APPROVE ANY PROPOSED DISSOLUTION OF THE CORPORATION. (E) THE RIGHT TO APPROVE ANY PROPOSED CHANGE TO THE FUNDAMENTAL PURPOSE OF THE CORPORATION AS STATED IN SECTION 1.01. (F) THE RIGHT TO APPROVE ANY PROPOSED AMENDMENTS TO THE CODE OF REGULATIONS. |
| FORM 990, PART VI, SECTION B, LINE 11B |
COPIES OF THE 990 ARE SENT TO BOARD MEMBERS VIA THE SERCURE INFORMATION PORTAL PROVIDED BY ADENA HEALTH SYSTEM. |
| FORM 990, PART VI, SECTION B, LINE 12C |
THE CORPORATE COMPLIANCE OFFICE OF ADENA HEALTH SYSTEM ANNUALLY COORDINATES THE DISTRIBUTION AND RETURN OF THE CONFLICT OF INTEREST STATEMENTS. ALL CONFLICTS ARE REVIEWED, AND THE CORPORATE COMPLIANCE OFFICE IS RESPONSIBLE FOR REVIEWING THE RESPONSES AND COMMUNICATING ANY EXTRA STEPS THAT NEED TO TAKE PLACE REGARDING ANY OF THE RESPONSES. AT EVERY BOARD MEETING AND COMMITTEE OF THE BOARD, THE AGENDA ITEM OF CONFLICT OF INTEREST IS INCLUDED AND CALLED OUT. CONFLICTED BOARD MEMBERS ABSTAIN FROM VOTING ON THE PARTICULAR ITEMS. ANY MEMBER ABSTAINING FROM VOTING IS DOCUMENTED IN THE MINUTES. ADVANCED PRACTICE CLINICIANS, FRONT LINE SUPERVISORS UP THROUGH THE CEO, AND BOARD MEMBERS ARE SUBJECT TO THE CONFLICT OF INTEREST POLICY. |
| FORM 990, PART VI, SECTION B, LINE 15 |
THE EXECUTIVE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS RETAINS AN INDEPENDENT COMPENSATION CONSULTANT, TO EVALUATE THE TOTAL COMPENSATION FOR EXECUTIVE LEADERSHIP. THE INDEPENDENT COMPENSATION CONSULTANT UTILIZES THE COMPENSATION PHILOSOPHY TO CONDUCT THE EVALUATION. EACH POSITION IS COMPARED TO PEER DATA OF ORGANIZATIONS OF SIMILAR SIZE AND COMPLEXITY. THE DATA ANALYSIS COVERS CASH COMPENSATION (BASE SALARY), TOTAL CASH COMPENSATION (BASE SALARY AND INCENTIVES, BOTH PAID AND OPPORTUNITY), AND TOTAL COMPENSATION (BASE SALARY, INCENTIVES AND ALL BENEFITS). THE EXECUTIVE COMPENSATION COMMITTEE MEETS WITH THE INDEPENDENT COMPENSATION CONSULTANT REGULARLY TO REVIEW AND MONITOR ALL TOTAL COMPENSATION FOR THE EXECUTIVE LEADERSHIP. OTHER MANAGEMENT WAGES ARE REVIEWED INTERNALLY USING MARKET DATA. COMPENSATION WAS LAST REVIEWED IN 2023. |
| FORM 990, PART VI, SECTION C, LINE 19 |
THE ARTICLES OF INCORPORATION ARE AVAILABLE THRU OHIO SECRETARY OF STATE WEBSITE. AS A RESULT OF HAVING ISSUED PUBLIC DEBT, THE AUDITED FINANCIALS FOR ADENA HEALTH SYSTEM ARE AVAILABLE FOR VIEWING AT EMMR.MSRB.ORG. COPIES OF MOST RECENT 990 IS AVAILABLE UPON REQUEST BY CONTACTING ADMINISTRATION AT ADENA HEALTH SYSTEM; PRIOR 990S ARE AVAILABLE FOR VIEWING AT GUIDESTAR.COM. |
| FORM 990, PART IX, LINE 11G |
MEDICAL CONSULTING FEES: PROGRAM SERVICE EXPENSES 726,648. MANAGEMENT AND GENERAL EXPENSES 9,543. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 736,191. NON-PHYSICIAN HEALTHCARE SERVICES: PROGRAM SERVICE EXPENSES 24,335,167. MANAGEMENT AND GENERAL EXPENSES 35,225,895. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 59,561,062. CONTRACTED PHYSICIAN SERVICES: PROGRAM SERVICE EXPENSES 26,049,911. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 26,049,911. |
| FORM 990, PART XI, LINE 9: |
TRANSFERS (TO) FROM AFFILIATED ORGANIZATION 15,378,696. INTERCOMPANY RECEIPTS ELIMINATED IN CONSOLIDATION -3,001. PRIOR PERIOD ADJUSTMENT -1,643. |
| FORM 990: PART XII, LINE 2C |
THE AUDIT COMMITTEE ENGAGES THE INDEPENDENT AUDIT FIRM FOR THE AUDIT, REVIEWS RESULTS, AND REPORTS TO THE BOARD. ADENA HEALTH SYSTEM'S BOARD OF DIRECTORS OVERSEES THE AUDIT PROCESS AND APPROVES THE INDEPENDENT AUDIT FIRM. ADENA HEALTH FOUNDATION IS PART OF ADENA HEALTH SYSTEM'S CONSOLIDATED AUDIT. THIS PROCESS HAS NOT CHANGED FROM PRIOR YEAR. |