2014-11-13T15:48:14-06:00 2013-12-31 861065772 DELOITTE TAX LLP 555 MISSION STREET SAN FRANCISCO CA 94105 990 2013-01-01 680360801 JOHN MUIR PHYSICIAN NETWORK JOHN 9259393000 1400 TREAT BOULEVARD NO 400 WALNUT CREEK CA 94597 MICHAEL MOODY CFO 9259393000 2014-11-05 1 JOAN S MCMAHON P00966494 4157834000 2013 2015-11-30 17:44:51Z MICHAEL MOODY 1400 TREAT BOULEVARD NO 400 WALNUT CREEK CA 94597 234283517 0 X WWW.JOHNMUIRHEALTH.COM X 1995 CA TO IMPROVE THE HEALTH OF THE COMMUNITIES WE SERVE WITH QUALITY AND COMPASSION. 15 8 544 31 0 0 0 1573675 221100599 232709842 0 0 0 0 221100599 234283517 51040 104016 0 0 34285733 43145063 0 0 0 180927887 185082653 215264660 228331732 5835939 5951785 98055219 112241932 53335355 61570283 44719864 50671649 X TO ESTABLISH, OPERATE AND MAINTAIN MULTI-SPECIALTY MEDICAL CLINICS FOR THE PROVISION OF HEALTHCARE SERVICES AND ENGAGE IN, SPONSOR AND PROMOTE CHARITABLE HEALTHCARE , EDUCATIONAL, AND MEDICAL RESEARCH ACTIVITIES. 0 0 113342645 104016 118150487 MANAGED CARE DIVISION:THE JOHN MUIR PHYSICIAN NETWORK, A CALIFORNIA MEDICAL FOUNDATION, IS DELEGATED BY HMO HEALTH PLANS TO PROVIDE THE ADMINISTRATIVE AND MANAGEMENT SERVICES FOR HEALTH PLAN MEMBERS. THE MANAGED CARE DIVISION CONDUCTS MEDICAL MANAGEMENT, CLAIMS PROCESSING, ELIGIBILITY, PROVIDER CREDENTIALING, AUTHORIZATIONS, UTILIZATION MANAGEMENT AND QUALITY IMPROVEMENT. THE PHYSICIAN NETWORK MANAGES AND PROVIDES A PHYSICIAN PANEL FOR THE SELF INSURED JOHN MUIR HEALTH EPO HEALTH PLAN FOR 9,500 EMPLOYEES AND THEIR DEPENDENTS. AS PART OF ITS OPERATIONS, JOHN MUIR PHYSICIAN NETWORK OPERATES A MEDICARE ACCOUNTABLE CARE ORGANIZATION, WHICH BRINGS TOGETHER GROUPS OF PROVIDERS WHO AGREE TO COORDINATE CARE FOR MEDICARE FEE-FOR-SERVICE BENEFICIARIES AND BE ACCOUNTABLE FOR THE QUALITY AND COST OF THEIR CARE (THROUGH A SYSTEM OF QUALITY METRICS AND SHARED SAVINGS). 87166404 113479022 CLINIC OPERATIONS DIVISION:THE CLINIC OPERATIONS DIVISION PROVIDES PRIMARY CARE AND URGENT CARE SERVICES TO OVER 250,000 PATIENTS AT MORE THAN 20 CENTERS THROUGHOUT THE SERVICE AREA. THE PHYSICIAN NETWORK'S PRIMARY CARE AND URGENT CARE CENTERS ARE STAFFED BY APPROXIMATELY 95 PRIMARY CARE PHYSICIANS (FAMILY PRACTICE, INTERNAL MEDICINE AND PEDIATRICS, AMONG OTHERS) AFFILIATED WITH JOHN MUIR MEDICAL GROUP, INC., A CALIFORNIA PROFESSIONAL CORPORATION.IN ADDITION TO THE FOREGOING, THE CLINIC OPERATIONS DIVISION OPERATES THE PHYSICIAN NETWORK'S OSTEOPOROSIS CENTER, WEIGHT MANAGEMENT PROGRAM, AND HOSPITALIST PROGRAMS. 1375860 1080333 CLINICAL RESEARCH DIVISION:JOHN MUIR PHYSICIAN NETWORK CLINICAL RESEARCH CENTER IS A TOP-RATED AND HIGHLY REPUTABLE CLINICAL RESEARCH SITE IN OUR REGION. THE CLINICAL RESEARCH CENTER HAS COMPLETED OVER 450 CLINICAL TRIALS SPONSORED BY THE PHARMACEUTICAL AND BIOTECHNOLOGICAL INDUSTRY. JOHN MUIR PHYSICIAN NETWORK CLINICAL RESEARCH CENTER FOCUSES ON PHASE II, III & IV CLINICAL TRIALS. WE PROVIDE RAPID ENROLLMENT, HIGH DATA INTEGRITY, AS WELL AS COMPASSIONATE AND QUALITY CARE TO OUR RESEARCH SUBJECTS. OUR RESEARCH MEDICAL DIRECTOR IS BOARD-CERTIFIED IN ENDOCRINOLOGY AND INTERNAL MEDICINE AND IS ALSO A CERTIFIED PRINCIPAL INVESTIGATOR BY THE ASSOCIATION OF CLINICAL RESEARCH PROFESSIONALS (ACRP). FIVE OF THE CLINICAL COORDINATORS ARE ALSO CERTIFIED BY ACRP.HEALTH PLAN CONTRACTING (HPC) DIVISION:THE HEALTH PLAN CONTRACTING DIVISION IS RESPONSIBLE FOR NEGOTIATING HEALTH PLAN CONTRACTS FOR THE JOHN MUIR PHYSICIAN NETWORK, JOHN MUIR MEDICAL CENTERS-CONCORD AND WALNUT CREEK AND THE JOHN MUIR BEHAVIORAL HEALTH CENTER.JOHN MUIR HEALTH PHYSICIAN RECRUITING:THE MISSION OF PHYSICIAN RECRUITMENT IS TO ASSURE THAT A SUFFICIENT NUMBER OF PRIMARY CARE, SPECIALTY AND SUBSPECIALTY PHYSICIANS ARE AVAILABLE TO MEET THE NEEDS OF THE COMMUNITIES SERVED BY JOHN MUIR HEALTH. 201884909 1 1 0 0 0 0 0 0 0 0 1 0 0 0 1 0 1 1 0 0 0 0 0 0 0 0 0 1 0 1 0 0 0 0 0 0 0 1 0 0 0 0 0 1 0 0 0 1 120 0 1 544 1 0 0 0 0 0 0 0 0 0 0 0 X 15 8 1 0 1 0 1 1 1 1 1 0 0 1 1 1 1 1 1 1 1 0 CA X X MICHAEL MOODY 9259393000 1400 TREAT BLVD STE 300 WALNUT CREEK CA 94597 DAVID L GOLDSMITH CHAIR (SEP 2013 - DEC 2013) 3.00 5.00 X X 0 0 0 THOMAS G RUNDALL PHD VICE CHAIR 3.00 5.00 X X 0 0 0 PHILIP J BATCHELOR TREASURER 3.00 5.00 X X 0 0 0 WILLIAM F CRONK SECRETARY 3.00 5.00 X X 0 0 0 LINDA BEST DIRECTOR 3.00 5.00 X 0 0 0 ROBERT E EDMONDSON DIRECTOR 3.00 5.00 X 0 2083 0 MARILYN M GARDNER DIRECTOR 3.00 5.00 X 0 2083 0 MIKE ROBINSON DIRECTOR 3.00 5.00 X 0 2083 0 CALVIN KNIGHT DIRECTOR 5.00 60.00 X 0 1468271 703952 RAVI HUNDAL MD DIRECTOR 3.00 5.00 X 0 0 0 TAEJOON AHN MD DIRECTOR 3.00 5.00 X 0 0 0 MARK MUSCO MD DIRECTOR 3.00 5.00 X 0 1250 0 BIMAL PATEL MD DIRECTOR 3.00 5.00 X 0 1250 0 DEBORAH KERLIN MD DIRECTOR 3.00 5.00 X 0 1250 0 DAVID BIRDSALL MD DIRECTOR 3.00 5.00 X 0 1250 0 JOHN ZUORSKI MD DIRECTOR (THROUGH SEP 2013) 3.00 5.00 X 0 62400 0 WILLIAM HODDICK MD DIRECTOR (THROUGH SEP 2013) 3.00 5.00 X 0 615 0 KENNETH BOWERS MD DIRECTOR (THROUGH SEP 2013) 3.00 5.00 X 0 0 0 WILLIAM DOW PHD DIRECTOR (THROUGH SEP 2013) 3.00 5.00 X 0 0 0 KATHLEEN ODNE DIRECTOR (THROUGH SEP 2013) 3.00 5.00 X 0 0 0 NANCY MOSCHEL TREASURER (THROUGH SEP 2013) 3.00 5.00 X X 0 0 0 ARLENE SARGENT SECRETARY (THROUGH SEP 2013) 3.00 5.00 X X 0 0 0 MICHAEL MOODY CFO 5.00 60.00 X 0 669105 238289 H LEE HUSKINS PRESIDENT/CAO 60.00 X 560955 0 247051 MITCHELL ZACK VP EMPLOYER AND PAYOR RELATIONS 60.00 X 646574 0 79659 UTE BURNESS CEO IPA 60.00 X 542588 0 251475 KATHERINE SORENSON VP PRACTICE MANAGEMENT 60.00 X 341295 0 130791 DIANE WICKS DIRECTOR OF PAYOR ECONOMICS 60.00 X 319214 0 53568 THOMAS GREELY MD MEDICAL DIRECTOR 60.00 X 298984 0 29060 JEFFREY FRANK MD MEDICAL DIRECTOR 60.00 X 261344 0 39616 2970954 2211640 1773461 46 0 1 0 MUIR MEDICAL GROUP IPA INC 1340 TREAT BOULEVARD 190 WALNUT CREEK CA 94597 PHYSICIAN (NON MEDICAL) SERVICE 86793423 JOHN MUIR MEDICAL GROUP 1340 TREAT BOULEVARD 450 WALNUT CREEK CA 94597 PHYSICIAN (NON MEDICAL) SERVICE 52394212 NARAMORE BAIN BRADY & JOHANSON 88 KEARNY STREET 900 SAN FRANCISCO CA 94108 PROFESSIONAL SERVICES - INTERFACE BUILD 1310969 KAM SUPPORT SERVICES LLC 905 TRENT STREET CONCORD CA 94518 TEMP STAFFING 274691 TELETECH COMMUN(LDI GROWTH PART) PO BOX 39000 SAN FRANCISCO CA 94139 TECHNICAL SERVICES 206450 6 1573675 1573675 PREMIUM REVENUE 624100 104214883 104214883 OTHER SERVICE REVENUE 624100 64986010 64986010 NET PATIENT REVENUE 624100 63508949 63508949 232709842 234283517 232709842 0 0 X 104016 104016 1207529 1107276 100253 32195910 29522914 2672996 9741624 8907538 834086 49553583 45972935 3580648 1165592 967525 198067 500 500 IPA PAYMENTS 99738066 99738066 0 0 ADMINISTRATIVE SERVICES 16153201 0 16153201 0 SUPPLIES 5538903 5310544 228359 0 BAD DEBT EXPENSE 1399100 1399100 0 0 11533708 8854495 2679213 228331732 201884909 26446823 0 5206817 6441193 48160689 19093701 629147 2196313 105956893 24428028 43649009 81528865 0 542649 409557 2439211 98055219 112241932 9767872 12303886 0 1884891 43567483 47381506 53335355 61570283 X 44719864 50671649 0 0 44719864 50671649 98055219 112241932 5951785 0 X 0 1 X 0 0 X X X 0 0 0 JOHN MUIR HEALTH 941461843 3 1 1 1 0 1 0 RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 7489484 5419030 2070454 21139897 19008998 2130899 77327512 77327512 81528865 OTHER LONG-TERM LIABILITIES 2496956 FINANCING OBLIGATION 44884550 47381506 231310742 0 231310742 2972775 2972775 234283517 226828616 0 226828616 1503116 1503116 228331732 PART XI, LINE 4B - OTHER ADJUSTMENTS: RECLASS BAD DEBT EXPENSE 1,399,100. CONTRIBUTION FROM AFFILIATE 1,573,675. PART XII, LINE 4B - OTHER ADJUSTMENTS: RECLASS BAD DEBT EXPENSE 1,399,100. GRANT TO AFFILIATE 104,016. 1 JOHN MUIR BEHAVIORAL HEALTH 1400 TREAT BOULEVARD SUITE 300 WALNUT CREEK CA 94597 680249685 501(C)(3) 104016 GENERAL SUPPORT 1 0 PART I, LINE 2: JOHN MUIR PHYSICIAN NETWORK AND FINANCIAL MANAGEMENT MONITOR THE USE OF THE RESTRICTED FUNDS TO MEET THE INTENDED PURPOSES. X X 1 1 X X X X 1 1 0 0 0 1 1 0 0 CALVIN KNIGHT DIRECTOR 0 912343 0 470936 0 84992 0 683676 0 20276 0 2172223 0 470936 MICHAEL MOODY CFO 0 462093 0 165490 0 41522 0 216461 0 21828 0 907394 0 165490 H LEE HUSKINS PRESIDENT/CAO 377901 0 134685 0 48369 0 227223 0 19828 0 808006 0 134685 0 MITCHELL ZACK VP EMPLOYER AND PAYOR RELATIONS 138546 0 150772 0 357256 0 67161 0 12498 0 726233 0 106321 0 UTE BURNESS CEO IPA 334963 0 150000 0 57625 0 227186 0 24289 0 794063 0 150000 0 KATHERINE SORENSON VP PRACTICE MANAGEMENT 224563 0 89450 0 27282 0 113110 0 17681 0 472086 0 89450 0 DIANE WICKS DIRECTOR OF PAYOR ECONOMICS 150754 0 8375 0 160085 0 31503 0 22065 0 372782 0 0 0 THOMAS GREELY MD MEDICAL DIRECTOR 279468 0 11635 0 7881 0 20789 0 8271 0 328044 0 0 0 JEFFREY FRANK MD MEDICAL DIRECTOR 255442 0 11648 0 -5746 0 21455 0 18161 0 300960 0 11647 0 PART I, LINE 1A THE COMPANY HAS A POLICY WHEREBY CERTAIN PAYMENTS TO EMPLOYEES AND MEMBERS OF THE BOARD OF DIRECTORS ARE GROSSED UP. THESE PAYMENTS ARE NOT A USUAL OCCURRENCE AND ARE EVALUATED AND APPROVED BY THE CEO OR A KEY EMPLOYEE AND THE CFO. FOR CERTAIN MEMBERS OF MANAGEMENT A REIMBURSEMENT OF UP TO 50% OF HEALTH CLUB DUES IS AVAILABLE. THIS PERQUISITE IS INCLUDED AS PART OF THE EVALUATION OF THE ANNUAL COMPENSATION EVALUATION PROCESS. ALL COMPONENTS DISCUSSED IN THIS SECTION ARE TREATED AS TAXABLE INCOME FOR THE EMPLOYEE RECEIVING THE PAYMENT. PART 1, LINE 3: SEE PART 1, LINE 6. PART I, LINES 4A-B IN 2013, JMH IMPLEMENTED A "VOLUNTARY SEPARATION PROGRAM" (VSP) TO ALLOW ELIGIBLE EMPLOYEES TO EXIT JMH VOLUNTARILY BASED ON THEIR PERSONAL CHOICES AND CIRCUMSTANCES. THE VSP WAS OPEN TO ALL EMPLOYEES, WITH THOSE ACCEPTED RECEIVING A BASIC SEVERANCE PAYMENT PLUS ADDITIONAL FINANCIAL INCENTIVE BASED ON YEARS OF SERVICE IN EXCHANGE FOR THEIR AGREEMENT TO SEPARATE VOLUNTARILY FROM JMH. THE VSP WAS IMPLEMENTED AT JMH AND ALL JMH SUBSIDIARIES. DIANE WICKS RECEIVED SEVERANCE OF $112,769 MITCHELL ZACK RECEIVED SEVERANCE OF $279,240 PART I, LINE 4B: CALVIN KNIGHT $216,307 SERP PLAN H. LEE HUSKINS JR. $ 78,397 SERP PLAN MICHAEL D. MOODY $ 73,143 RESTORATION PLAN MITCHELL ZACK $ 23,860 RESTORATION PLAN M. KATHERINE SORENSON $ 36,446 RESTORATION PLAN PART I, LINE 6 FOR EMPLOYEES OF JOHN MUIR PHYSICIAN NETWORK, THE BOARD OF DIRECTORS OF THE JOHN MUIR PHYSICIAN NETWORK, WITH THE APPROVAL AND OVERSIGHT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS, BASES A PORTION OF ANNUAL MANAGEMENT INCENTIVE PAYMENTS ON THE CONSOLIDATED NET EARNINGS TARGETS OF JOHN MUIR HEALTH. PAYMENTS TO MANAGEMENT PERSONNEL ARE MADE IN THE SUBSEQUENT YEAR BASED ON THE LEVEL OF ACHIEVEMENT OF ALL ELEMENTS OF THE INCENTIVE PROGRAM, OF WHICH NET EARNINGS TARGETS ARE A COMPONENT. THEREFORE, EACH YEAR AN ACCRUAL OF THE ESTIMATED PAYMENTS FOR MANAGEMENT INCENTIVES IS INCLUDED IN THE CALCULATION OF NET EARNINGS TARGETS FOR THAT YEAR. THE INCENTIVE PROGRAMS FOR THE MANAGEMENT OF JOHN MUIR HEALTH AND SUBSIDIARIES, INCLUDING JOHN MUIR PHYSICIAN NETWORK, ARE DEVELOPED AND REVIEWED BY AN OUTSIDE CONSULTANT WHOSE EXPERTISE IS IN COMPENSATION AND WHO DEVELOPS MARKET DATA FOR SIMILAR ORGANIZATIONS AS A BASIS FOR THE CORPORATION'S INCENTIVE PROGRAM. THE INCENTIVE PROGRAM AND MARKET DATA IS REVIEWED WITH THE COMPENSATION COMMITTEES OF THE BOARDS OF DIRECTORS OF THE PHYSICIAN NETWORK AND JOHN MUIR HEALTH. COMPENSATION FOR THE PRESIDENT AND CHIEF ADMINISTRATIVE OFFICER AND KEY EMPLOYEES ARE ESTABLISHED ANNUALLY BY THE BOARD OF DIRECTORS.THE BOARD OF DIRECTORS UTILIZES AN OUTSIDE CONSULTANT WHO IS A COMPENSATION EXPERT. THE OUTSIDE CONSULTANT PROVIDES MARKET DATA FOR EACH INDIVIDUAL BASED UPON THEIR LEVEL OF RESPONSIBILITIES AND THAT DATA IS USED BY THE BOARD OF DIRECTORS TO ESTABLISH THE ANNUAL COMPENSATION PACKAGE FOR EACH INDIVIDUAL. IT IS THE PHILOSOPHY OF THE ORGANIZATION TO ESTABLISH A COMPENSATION PACKAGE FOR EACH INDIVIDUAL THAT REFLECTS THE MEDIAN OF THE MARKET AS ESTABLISHED BY THE OUTSIDE CONSULTANT. COMPENSATION FOR THE CHIEF FINANCIAL OFFICER IS ESTABLISHED ANNUALLY BY THE COMPENSATION COMMITTEE OF JOHN MUIR HEALTH. SCHEDULE J, PART II, COLUMN B(III): IN DECEMBER 2013, JMH IMPLEMENTED A "PAID TIME OFF CAP" TO BE EFFECTIVE BEGINNING IN 2014. IN CONNECTION WITH THE NEW POLICY TO LIMIT BENEFIT-ELIGIBLE EMPLOYEE AT 125% OF THEIR TOTAL PAID TIME OFF ACCRUAL VALUE (BASED ON YEARS OF SERVICE), JMH CASHED OUT EMPLOYEE BALANCES IN EXCESS OF 100% OF THEIR PAID TIME OFF ACCRUAL CAPS. THE NEW POLICY IS EFFECTIVE AT JMH AND ALL JMH SUBSIDIARIES. JOHN MUIR MEDICAL GROUP COMMON BOARD MEMBER 52394212 CONTRACT FOR PROFESSIONAL SERVICES 0 MUIR MEDICAL GROUP IPA INC COMMON BOARD MEMBER 86793423 CONTRACT FOR PROFESSIONAL SERVICES 0 FORM 990, PART VI, SECTION A, LINE 2 JOHN MUIR PHYSICIAN NETWORK BOARD MEMBER JOHN ZUORSKI MD IS PRESIDENT OF JOHN MUIR MEDICAL GROUP AND RAVI HUNDAL MD IS THE CHIEF FINANCIAL OFFICER OF JOHN MUIR MEDICAL GROUP. JOHN MUIR PHYSICIAN NETWORK BOARD MEMBERS WILLIAM HODDICK MD AND KENNETH BOWERS MD ARE ALSO BOARD MEMBERS AND PRESIDENT AND VICE PRESIDENT RESPECTIVELY OF MUIR MEDICAL GROUP IPA, INC. THOMAS RUNDALL (JMBH VICE CHAIR AND DIRECTOR) IS A BOARD MEMBER OF ON LOK, INC., A NOT FOR PROFIT COMMUNITY ORGANIZATION WHICH EMPLOYS ROBERT EDMONDSON (JMH DIRECTOR) AS CEO. FORM 990, PART VI, SECTION A, LINE 4 TO STREAMLINE GOVERNANCE AND PROVIDE JMH BOARD MEMBERS WITH INSIGHT INTO THE HEALTH CARE ACTIVITIES THROUGHOUT THE HEALTH SYSTEM, JMPN'S BYLAWS WERE UPDATED AS OF OCTOBER 1, 2013 TO CREATE A "MIRRORED" STRUCTURE TO JMH. JMH REMAINS THE SOLE CORPORATE MEMBER OF JMPN. A.CORPORATE PURPOSES. JMPN'S EXEMPT PURPOSES WERE UPDATED TO INCLUDE SUPPORTING THE PURPOSES OF JMH (SECTION 2.1). CONFORMING CHANGES WERE MADE TO JMPN'S ARTICLES OF INCORPORATION. B.BOARD COMPOSITION. THE COMPOSITION OF THE JMPN BOARD WAS RESTRUCTURED TO GENERALLY "MIRROR" THAT OF THE JMH BOARD, THAT IS, EACH MEMBER OF THE JMPN BOARD SERVES EX OFFICIO IN THE SAME CAPACITY AS THAT INDIVIDUAL SERVES ON THE JMH BOARD. THE ONE EXCEPTION IS THAT THE JMPN PRESIDENT AND CHIEF ADMINISTRATIVE OFFICER ALSO SERVES EX OFFICIO AS A NON-VOTING MEMBER OF THE JMPN BOARD. PREVIOUSLY, THE JMPN BYLAWS HAD PROVIDED THAT THE IPA AND JMMG HAD THE RIGHT TO SELECT FOUR OF THE 12 VOTING MEMBERS OF THE JMPN BOARD. C.COMMITTEE MEMBERSHIP. NEW COMMITTEES WERE ADDED IN THE JMPN BYLAWS, INCLUDING THE EXECUTIVE COMMITTEE, FINANCE COMMITTEE, GOVERNANCE COMMITTEE, COMPENSATION COMMITTEE AND AUDIT AND COMPLIANCE COMMITTEE, EACH WITH THE SAME MEMBERSHIP AS THE CORRESPONDING JMH COMMITTEE, EXCEPT THAT THE JMPN AUDIT AND COMPLIANCE COMMITTEE CHAIR IS A NON-VOTING MEMBER OF THE JMPN FINANCE COMMITTEE, RATHER THAN A VOTING MEMBER. D.NETWORK ADVISORY COUNCIL. THIS COUNCIL, WHICH HAD BEEN COMPOSED OF JMH ADMINISTRATORS AND JMMG AND IPA PHYSICIANS, WAS REMOVED FROM THE BYLAWS. E.PHYSICIAN STRATEGIC COUNCIL. A NEW ADVISORY COUNCIL, THE PHYSICIAN STRATEGIC COUNCIL (PSC), WAS DEVELOPED AS A "SPECIAL COMMITTEE" UNDER SECTION 5.3(B) OF THE JMPN BYLAWS. THE SCOPE, COMPOSITION, AND AUTHORITY OF THIS COUNCIL WAS INCLUDED IN A CHARTER ADOPTED BY THE JMPN BOARD AS OF SEPTEMBER 1, 2013. THE PSC WAS DEVELOPED TO ADVISE THE JMPN BOARD AND PROVIDE COUNSEL AND GUIDANCE TO JMPN MANAGEMENT REGARDING AN INITIAL SCOPE OF PROJECTS, INCLUDING PHYSICIAN RECRUITMENT, THE DEVELOPMENT OF "CITIZENSHIP" GUIDELINES FOR CLINICAL INTEGRATION, PATIENT EXPERIENCE AND OTHER PROJECTS IN WHICH PHYSICIANS BRING UNIQUE VALUE AND EXPERTISE. F. OFFICERS. THE PRESIDENT/CEO TITLE WAS REPLACED WITH THE PRESIDENT/CHIEF ADMINISTRATIVE OFFICER TITLE. EXCEPT FOR THE PRESIDENT/CHIEF ADMINISTRATIVE OFFICER, THE OFFICERS OF JMPN SERVE EX OFFICIO IN THE SAME CAPACITY AS THEY SERVE WITH JMH. THE JMH BYLAW AMENDMENTS MADE IN 2013 THAT WERE "MIRRORED" IN THE JMPN BYLAWS INCLUDE THE FOLLOWING: A.BOARD COMPOSITION. THE BOARD SIZE REMAINED THE SAME, INCLUDING THE CEO AS A VOTING MEMBER. THE NUMBER OF VOTING MEMBERS WAS CHANGED TO INCLUDE 8 COMMUNITY MEMBERS AND 6 PHYSICIANS (PREVIOUSLY, 10 COMMUNITY MEMBERS AND 4 PHYSICIANS). UNTIL JANUARY 1, 2018, MUIR MEDICAL GROUP IPA (IPA) WILL RECOMMEND FOUR OF THE PHYSICIAN VOTING MEMBERS OF THE BOARD AND JOHN MUIR MEDICAL GROUP (JMMG) WILL RECOMMEND TWO. THE BYLAWS PROVIDE THAT THESE RECOMMENDATIONS ARE SUBJECT TO APPROVAL BY THE JMH BOARD. B.DIRECTOR COMPENSATION. THE BYLAWS PERMIT (BUT DO NOT REQUIRE) COMPENSATION OF VOTING BOARD MEMBERS AND COMMITTEE MEMBERS. FORM 990, PART VI, SECTION A, LINE 6 JOHN MUIR HEALTH IS THE SOLE CORPORATE MEMBER OF JOHN MUIR PHYSICIAN NETWORK, AND, IN SUCH CAPACITY, HAS THE RIGHT TO APPOINT AND APPROVE THE APPOINTMENT OF DIRECTORS OF JOHN MUIR PHYSICIAN NETWORK, AS WELL AS THE RIGHT TO APPROVE CERTAIN SIGNIFICANT CORPORATE ACTIONS (AS DESCRIBED IN SCHEDULE O). FORM 990, PART VI, SECTION A, LINE 7A REFER TO FORM 990, PART VI, SECTION A, LINE 6. FORM 990, PART VI, SECTION A, LINE 7B JOHN MUIR HEALTH, AS THE SOLE CORPORATE MEMBER OF JOHN MUIR PHYSICIAN NETWORK, ALSO HAS THE RIGHT TO APPROVE CERTAIN ACTIONS IN ACCORDANCE WITH THE CALIFORNIA NONPROFIT PUBLIC BENEFIT CORPORATION LAW, INCLUDING THE VOLUNTARY DISSOLUTION OF JOHN MUIR PHYSICIAN NETWORK, THE SALE OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF JOHN MUIR PHYSICIAN NETWORK, AND THE MERGER OF JOHN MUIR PHYSICIAN NETWORK WITH OR INTO ANY OTHER ENTITY. FORM 990, PART VI, SECTION B, LINE 11 THE COMPLETED FORM 990 IS PROVIDED TO THE BOARD OF DIRECTORS SUFFICIENTLY IN ADVANCE OF THE FILING DEADLINE TO ENABLE A DETAILED AND CONSCIENTIOUS REVIEW BY ALL MEMBERS. AN OVERVIEW OF THE FORM 990, WITH SUFFICIENT DETAIL, IS PRESENTED TO THE BOARD WITH THE COMPLETED FORM 990. ALL QUESTIONS AND CONCERNS OF THE BOARD OF DIRECTORS WILL BE ADDRESSED BY THE CHIEF FINANCIAL OFFICER OR HIS DESIGNEE AND INCORPORATED INTO THE FORM 990 AS APPROPRIATE. AFTER ALL OF THE INPUT FROM THE BOARD OF DIRECTORS HAS BEEN APPROPRIATELY ADDRESSED, SENIOR MANAGEMENT OF THE JOHN MUIR PHYSICIAN NETWORK WILL FILE THE FINAL FORM 990 AS REQUIRED. FORM 990, PART VI, SECTION B, LINE 12C ANNUALLY, THE CONFLICT OF INTEREST POLICY IS DISTRIBUTED TO BOARD MEMBERS, ALONG WITH A CONFLICT OF INTEREST DISCLOSURE FORM REQUIRED TO BE COMPLETED AND SIGNED. FOLLOWING DISTRIBUTION OF THE POLICY, JOHN MUIR HEALTH GENERAL COUNSEL ("GENERAL COUNSEL") PROVIDES AN EDUCATIONAL SESSION RELATING TO BOARD MEMBER FIDUCIARY DUTIES AND CONFLICTS OF INTEREST COVERING, AMONG OTHER THINGS, REQUIRED DISCLOSURES AND THE PROCESS FOR APPROVAL OF TRANSACTIONS INVOLVING A POTENTIAL CONFLICT. DISCLOSED CONFLICTS ARE COMPILED IN A DOCUMENT AND REVIEWED BY THE BOARD CHAIR, THE CHIEF EXECUTIVE OFFICER AND THE GENERAL COUNSEL. TOGETHER, THESE INDIVIDUALS MONITOR ANY POTENTIAL CONFLICTS AND THE GENERAL COUNSEL ATTENDS BOARD MEETINGS TO ENSURE COMPLIANCE. TRANSACTIONS INVOLVING A POTENTIAL CONFLICT ARE REVIEWED AND APPROVED IN ADVANCE BY COUNSEL, THE BOARD GOVERNANCE COMMITTEE AND THE BOARD. THE POLICY ALSO REQUIRES BOARD MEMBERS TO DISCLOSE ANY POTENTIAL CONFLICTS ARISING DURING THE YEAR. FORM 990, PART VI, SECTION B, LINE 15 COMPENSATION FOR THE PRESIDENT/CHIEF ADMINISTRATIVE OFFICER AND KEY EMPLOYEES IS ESTABLISHED ANNUALLY BY THE BOARD OF DIRECTORS. THE BOARD OF DIRECTORS UTILIZES AN OUTSIDE CONSULTANT WHO IS A COMPENSATION EXPERT. THE OUTSIDE CONSULTANT PROVIDES MARKET DATA FOR EACH INDIVIDUAL BASED UPON THEIR LEVEL OF RESPONSIBILITIES AND THAT DATA IS USED BY THE BOARD OF DIRECTORS TO ESTABLISH THE ANNUAL COMPENSATION PACKAGE FOR EACH INDIVIDUAL. IT IS THE PHILOSOPHY OF THE ORGANIZATION TO ESTABLISH A COMPENSATION PACKAGE FOR EACH INDIVIDUAL THAT REFLECTS THE MEDIAN OF THE MARKET AS ESTABLISHED BY THE OUTSIDE CONSULTANT. COMPENSATION FOR THE CHIEF FINANCIAL OFFICER IS ESTABLISHED ANNUALLY BY THE COMPENSATION COMMITTEE OF JOHN MUIR HEALTH. FORM 990, PART VI, SECTION C, LINE 19 JOHN MUIR HEALTH PROVIDES FINANCIAL INFORMATION ON A QUARTERLY BASIS THROUGH VARIOUS BOND DISCLOSURE DATABASES. THIS FINANCIAL INFORMATION IS AVAILABLE FOR JOHN MUIR HEALTH ON A CONSOLIDATED AND CONSOLIDATING BASIS, INCLUDING JOHN MUIR PHYSICIAN NETWORK AND OTHER SUBSIDIARIES. REQUESTS FOR THE PROVISION OF JOHN MUIR PHYSICIAN NETWORK'S GOVERNING DOCUMENTS AND CONFLICT OF INTEREST POLICY ARE DIRECTED TO THE GENERAL COUNSEL FOR THE APPROPRIATE RESPONSE. FORM 990, PART IX, LINE 11G PROFESSIONAL FEES: PROGRAM SERVICE EXPENSES 45,972,935. MANAGEMENT AND GENERAL EXPENSES 3,580,648. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 49,553,583. JOHN MUIR HEALTH 1400 TREAT BLVD WALNUT CREEK CA 94597 941461843 PROVIDER OF HEALTH CARE SERVICES TO THE COMMUNITY CA 501(C)(3) 3 N/A 0 JOHN MUIR HEALTH FOUNDATION 1400 TREAT BLVD WALNUT CREEK CA 94597 942650855 SOLICITATION OF FUNDS FOR JOHN MUIR HEALTH CA 501(C)(3) 7 N/A 0 JOHN MUIR HEALTH BEHAVIORAL HEALTH 1400 TREAT BLVD WALNUT CREEK CA 94597 680249685 PROVIDE BEHAVIORAL HEALTH SERVICES INCLUDING MENTAL HEALTH, SUBSTANCE ABUSE CA 501(C)(3) 3 N/A 0 JOHN MUIRMT DIABLO COMMUNITY HEALTH FUND 1400 TREAT BLVD WALNUT CREEK CA 94597 911788973 PROVIDE GRANTS THAT ENHANCE HEALTH CARE SERVICES TO UNDERSERVED CA 501(C)(3) LINE 11, TYPE III N/A 0 0 1 1 0 0 0 0 0 0 1 1 1 1 0 0 1 1 0 0