2011-05-13T14:11:09-05:00 2010-06-30 BKD LLP 910 E ST LOUIS 200/PO BOX 1190 SPRINGFIELD MO 658062523 990 2009-07-01 251010039 CLARION HOSPITAL CLAR 8142269500 ONE HOSPITAL DRIVE CLARION PA 16214 VINCENT LAMORELLA 2011-05-15 true Brian D Todd 4178658701 2009 2016-02-24 21:20:13Z VINCENT LAMORELLA ONE HOSPITAL DRIVE CLARION PA 16214 52492166 false X WWW.CLARIONHOSPITAL.ORG X 1951 PA CLARION HOSPITAL IS THE COMMUNITY'S DYNAMIC RESOURCE FOR QUALITY HEALTHCARE, CONTINUOUS EDUCATION AND THE PROMOTION OF WELLNESS. 9 5 562 72 0 0 84672 400334 46843019 46379801 -660242 509636 407382 -205561 46674831 47084210 0 0 0 0 21908402 21730607 0 0 0 24726094 24159311 46634496 45889918 40335 1194292 43278314 38510675 19944932 15118239 23333382 23392436 PROVIDE EMERGENT, ACUTE, TRANSITIONAL, AND LONG-TERM MEDICAL SERVICES FOR THE RESIDENTS OF CLARION COUNTY AND ITS SURROUNDING COMMUNITIES. FOR ADDITIONAL INFORMATION, SEE SCHEDULE O. false false 12681262 15764493 CLARION HOSPITAL PROVIDED SERVICES TO 2,726 INPATIENTS FOR MEDICAL AND SURGICAL SERVICES AS WELL AS INTENSIVE CARE SERVICES. CLARION HOSPITAL ALSO PROVIDED OBSTETRIC CARE FOR 293 NEW MOTHERS AND BABIES. 24631056 30606029 CLARION HOSPITAL PROVIDED SERVICES TO 114,508 OUTPATIENTS AS WELL AS 18,507 EMERGENCY ROOM VISITS. INCLUDED BUT NOT LIMITED TO ARE RADIOLOGY SERVICES WHICH INCLUDE MRI, ULTRASOUND, CT, NUCLEAR MEDICINE AND X-RAY SERVICES, LABORATORY SERVICES, EKG AND PHYSICAL THERAPY SERVICES. 7464 9279 CLARION HOSPITAL PROVIDED 28 EDUCATION AND SCREENING OPPORTUNITIES FOR THE COMMUNITY ATTENDED BY 2,785 MEMBERS OF THE COMMUNITY. 37319782 true true false true false false false false false true true false false false false false false false false false true false false true false false false true false false true false false false false false false true false false false true 51 0 true 562 true false false false false false false false false false 9 5 false true false false true true false true true false false true true true true true true true true false PA X VINCENT LAMORELLA 8142269500 ONE HOSPITAL DRIVE CLARION PA 16214 VICTOR EWY 1.0 X X 0 0 0 MICHAEL CHERICO 10.0 X X 0 0 0 BRUCE MCCLEARY 1.0 X 0 0 0 BARRY GEORGE 1.0 X X 0 0 0 THOMAS FREENOCK 1.0 X 0 329413 2450 CASSANDRA NEELY 1.0 X 0 0 0 RODNEY SILVIS 1.0 X X 0 0 0 DONNA HARTLE 1.0 X 0 0 0 CATHERINE CUNNINGHAM 1.0 X 0 189202 12201 VINCENT LAMORELLA 40.0 X 171122 0 10267 BYRON QUINTON 40.0 X 196743 0 11805 CHARLES BARTLEY 40.0 X 152870 0 20251 HENRY HORNING 40.0 X 140485 0 19631 CLARA MICKLISH 40.0 X 136303 0 11717 THOMAS MORGO 40.0 X 144475 0 21732 WENDY STIVANSON 40.0 X 135097 0 21263 1077095 518615 131317 8 false true true CLARION REHABILITATION SERVICES PHYSICAL THERAPY 2637421 DJD ANESTHESIA ASSOCIATES MEDICAL 374517 QUORUM HEALTH RESOURCES MANAGEMENT GROUP 670883 DR CHONG PARK PHYSICIAN 154930 BKD LLP AUDIT 126818 5 85000 312871 2463 400334 PATIENT REVENUE 900099 45840975 45840975 AMBULANCE 621910 158409 158409 EDUCATION 900099 24888 24888 CAFETERIA 722210 235373 235373 DAYCARE 624410 107202 107202 12954 12954 46379801 308255 308255 0 0 267069 191813 75256 75256 75256 5413031 4496 5215107 1036 197924 3460 201381 201381 0 0 0 GAIN ON EQUITY INVESTEE 900099 123144 123144 LOSS ON REFINANCING 900099 -403961 -403961 -280817 47084210 46379801 304075 0 0 0 0 389937 389937 84753 84753 16481308 14644819 1836489 771975 667620 104355 2693280 2348294 344986 1309354 1132357 176997 699515 699515 36759 36759 86743 86743 0 0 93544 93544 6510205 5178896 1331309 181665 181665 250993 250993 381399 381399 0 941758 189879 751879 5265 2811 2454 0 71911 62001 9910 742047 586217 155830 0 2739635 2164312 575323 177688 177688 DUES & SUBSCRIPTIONS 186926 45071 141855 BAD DEBT 2570876 2570876 MEDICAL SUPPLIES 6730946 6730946 REPAIRS & MAINTENANCE 750314 699063 51251 RECRUITING 596596 596596 404526 296620 107906 45889918 37319782 8570136 0 14126 3147 5762724 3764397 5952536 5558941 82500 52500 1083454 1050787 1354382 729328 54661027 40886942 15578483 13774085 8360665 8597772 2600779 2671946 2023180 2089766 465485 218006 43278314 38510675 3716301 3592868 9933516 0 5795969 10764316 499146 761055 19944932 15118239 X 22974284 23055106 232267 197169 126831 140161 23333382 23392436 43278314 38510675 X false true true X false X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED false false false false false false false false true 31881 31881 false OTHER LOBBYING ACTIVITY SCHEDULE C, PART II-B, QUESTION 1I A PORTION OF DUES PAID IN FY 2010 TO THE AHA, HAP AND HCWP WERE ATTRIBUTABLE TO LOBBYING, TOTALLING 6,881. IN ADDITION, STRATEGIC MARKETING INNOVATIONS WAS PAID $25,000 FOR LOBBYING SERVICES. 473420 473420 24635854 16703681 7932173 302349 244147 58202 27265075 22130386 5134689 1984329 1808728 175601 13774085 1839179 INVST INT IN CHART 832767 C 2671946 DUE FROM AFFILIATES 2089766 C 2089766 0 OTHER LIABILITIES 761055 761055 47084210 45889918 1194292 636182 -1771420 -1135238 59054 46140785 636182 -1771420 -1135238 47276023 -191813 -191813 47084210 46081731 191813 191813 45889918 45889918 UNCERTAIN TAX POSITIONS SCHEDULE D, PART X, LINE 2 MANAGEMENT HAS EVALUATED THEIR INCOME TAX POSITIONS UNDER THE GUIDANCE INCLUDED IN ASC 740. BASED ON THEIR REVIEW, MANAGEMENT HAS NOT IDENTIFIED ANY MATERIAL UNCERTAIN TAX POSITIONS TO BE RECORDED OR DISCLOSED IN THE FINANCIAL STATEMENTS. OTHER CHANGES TO NET ASSETS SCHEDULE D, PART XI, LINE 8 AND PART XII, LINE 2D (1,664,652) TRANSFER TO AFFILIATE (85,000) CONTRIBUTIONS FROM CLARION HEALTHCARE SYSTEM (35,098) CHANGE IN NET ASSETS OF CLARION HOSPITAL FOUNDATION 13,330 CHANGE IN BENEFICIAL INTEREST OF TRUST ----------- (1,771,420) OTHER CHANGES TO NET ASSETS RENTAL EXPENSES SCHEDULE D, PART XII, LINE 4B, AND PART XIII, LINE 2D ADJUSTMENT TO PROPERLY REPORT EXPENSES PAID OR INCURRED FOR INCOME REPORTED ON FORM 990, PART VIII, LINE 6A (191,813). true true X true X true X false true true false false 214108 214108 0.00470 5237793 2152623 3085170 0.06720 5451901 2152623 3299278 0.07190 14959 14959 0.00010 1319694 1319694 0.02880 1334653 1334653 0.02890 6786554 2152623 4633931 0.10080 false 1214854 173724 15728937 13409314 2319623 X true false CLARION HOSPITAL

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CLINIC SERVICES THE AUDITED FINANCIAL STATEMENTS DO NOT CONTAIN A FOOTNOTE THAT DESCRIBES BAD DEBT EXPENSE. THEY DO, HOWEVER, CONTAIN A FOOTNOTE THAT DESCRIBES PATIENT ACCOUNTS RECEIVABLE: THE HOSPITAL REPORTS PATIENT ACCOUNTS RECEIVABLE FOR SERVICES RENDERED AT NET REALIZABLE AMOUNTS FROM THIRD-PARTY PAYERS, PATIENTS AND OTHERS. THE HOSPITAL PROVIDES AN ALLOWANCE FOR UNCOLLECTIBLE ACCOUNTS BASED UPON A REVIEW OF OUTSTANDING RECEIVABLES, HISTORICAL COLLECTION INFORMATION AND EXISTING ECONOMIC CONDITIONS. AS A SERVICE TO THE PATIENT, THE HOSPITAL BILLS THIRD-PARTY PAYERS DIRECTLY AND BILLS THE PATIENT WHEN THE PATIENT'S LIABILITY IS DETERMINED. PATIENT ACCOUNTS RECEIVABLE ARE DUE IN FULL WHEN BILLED. ACCOUNTS ARE CONSIDERED DELINQUENT AND SUBSEQUENTLY WRITTEN OFF AS BAD DEBTS BASED ON INDIVIDUAL CREDIT EVALUATION AND SPECIFIC CIRCUMSTANCES OF THE ACCOUNT. THE ORGANIZATION CALCULATED BAD DEBT AT COST BY TAKING THE BAD DEBT ATTRIBUTABLE TO PATIENT ACCOUNTS TIMES THE RATIO OF PATIENT CARE COST TO CHARGES USED FOR SCHEDULE H, PART I CALCULATIONS. BAD DEBT ATTRIBUTABLE TO PATIENTS ELIGIBLE UNDER THE ORGANIZATION'S CHARITY CARE POLICY WAS DETERMINED USING POVERTY LIMIT DEMOGRAPHIC INFORMATION OBTAINED THROUGH THE US CENSUS BUREAU. IN 2009, 14.3 PERCENT OF CLARION COUNTY WAS CONSIDERED TO LIVE IN POVERTY. SERVING PATIENTS WITH GOVERNMENT HEALTH BENEFITS, SUCH AS MEDICARE, IS A COMPONENT OF THE COMMUNITY BENEFIT STANDARD THAT TAX-EXEMPT HOSPITALS ARE HELD TO. THIS IMPLIES THAT SERVING MEDICARE PATIENTS IS A COMMUNITY BENEFIT AND THAT THE HOSPITAL OPERATES TO PROMOTE THE HEALTH OF THE COMMUNITY. CLARION HOSPITAL IS GOVERNED BY A BOARD OF VOLUNTEER DIRECTORS WHO REPRESENT THE COMMUNITY WE SERVE. THROUGH THEIR INPUT AND OCCASIONAL COMMUNITY SURVEYS, CLARION HOSPITAL ASSESSES THE HEALTH CARE NEEDS OF ITS SERVICE AREA. MEDICAID APPLICATIONS GIVEN TO SELF PAY PATIENTS IN EMERGENCY ROOM AND INPATIENT. HOSPITAL FINANCIAL POLICY AND BUSINESS OFFICE CONTACT INFORMATION ARE AVAILABLE AT REGISTRATION DESKS. FREE CARE GUIDELINES PRINTED ON REVERSE SIDE OF PATIENT STATEMENTS. CLARION HOSPITAL SERVES CLARION COUNTY (POPULATION 40,000) AND PARTS OF THE SURROUNDING COUNTIES, INCLUDING VENANGO, FOREST, JEFFERSON, AND ARMSTRONG. OUR SERVICE AREA IS IN A RURAL PART OF WESTERN PENNSYLVANIA, WITH MANY LIVING BELOW OR WELL BELOW THE NATIONAL AND STATE INCOME AVERAGE. A NUMBER OF HEALTH AND WELLNESS CLASSES ARE HELD ON THE CLARION HOSPITAL CAMPUS. SOME EXAMPLES ARE PRENATAL, CRP AND NUTRITION. ADDITIONALLY, THE HOSPITAL SERVES AS A MEETING PLACE FOR MANY HEALTH AND HUMAN SERVICE AGENCIES, LIKE THE AMERICAN CANCER SOCIETY, SUPPORT GROUPS, AND HOSPICE PROGRAMS. CLARION HOSPITAL PROVIDES MANY HEALTH FAIRS AND EDUCATIONAL EVENTS WITHIN THE COMMUNITY. LOW-COST BLOOD TESTING IS DONE TWICE A YEAR, AND CANCER PREVENTION EXPOS ARE HELD AT LEAST ANNUALLY. CLARION HOSPITAL PROVIDES SPEAKERS TO LOCAL CIVIC GROUPS AND INVITES THE COMMUNITY TO ITS OWN LUNCH'N LEARN PROGRAMS BIMONTHLY. CLARION HOSPITAL ALSO PARTNERS WITH THE YMCA OF CLARION COUNTY TO PROVIDE COMMUNITY FITNESS PROGRAMS. EACH YEAR THE HOSPITAL REINVESTS BETWEEN $800,000 AND $1 MILLION ON UPGRADING AND NEW MEDICAL EQUIPMENT. CLARION HOSPITAL IS AN AFFILIATE OF CLARION HEALTHCARE SYSTEM. INC. CLARION HEALTHCARE SYSTEM, INC EXISTS TO SUPPORT THE HOSPITAL MISSION AND TO PROVIDE A VITAL LINK BETWEEN THE HOSPITAL SYSTEM AND THE SURROUNDING COMMUNITY. THROUGH THE PROCESSES OF STRATEGIC AND FINANCIAL DEVELOPMENT, THE HEALTH SYSTEM WILL ENHANCE THE PUBLIC'S AWARENESS OF HEALTH CARE AND THE HOSPITAL'S SERVICES; SECURE CHARITABLE GIFTS; INCREASE ITS CURRENT PERMANENTLY RESTRICTED FUNDS TO GENERATE A PERMANENT SOURCE OF INVESTMENT INCOME; AND REGULARLY DISTRIBUTE FINANCIAL ASSISTANCE TO THE SURROUNDING COMMUNITY AND THE HOSPITAL TO ENHANCE HEALTH CARE EDUCATION, TECHNICAL RESOURCES AND QUALITY PATIENT CARE. BY THESE ACTIVITIES, THE SYSTEM WILL SERVE TO LEAD THE WAY FOR THE SURROUNDING COMMUNITY'S HEALTH CARE STABILITY AND GROWTH IN THE TWENTY-FIRST CENTURY. X X X X false false false false false false false false false THOMAS FREENOCK 0 308522 0 20891 0 0 0 2450 0 0 0 331863 CATHERINE CUNNINGHAM 0 186880 0 0 0 2322 0 0 0 12201 0 201403 VINCENT LAMORELLA 169411 0 0 0 1711 0 0 0 10267 0 181389 0 BYRON QUINTON 194776 0 0 0 1967 0 0 0 11805 0 208548 0 CHARLES BARTLEY 152870 0 0 0 0 0 7643 0 12608 0 173121 0 HENRY HORNING 140485 0 0 0 0 0 7024 0 12607 0 160116 0 THOMAS MORGO 144475 0 0 0 0 0 7224 0 14508 0 166207 0 WENDY STIVANSON 135097 0 0 0 0 0 6755 0 14508 0 156360 0 UNRELATED ORGANIZATION COMPENSATION SCHEDULE J, PART II BYRON QUINTON, CEO, AND VINCENT LAMORELLA, CFO, BOTH RECEIVE ALL COMPENSATION FROM QUORUM HEALTH RESOURCES, AN UNRELATED ORGANIZATION, FOR SERVING IN THEIR CAPACITIES AS CEO AND CFO, RESPECTIVELY, OF CLARION HOSPITAL. QUORUM HEALTH RESOURCES IS ALSO CLARION HOSPITAL'S MANAGEMENT COMPANY. BONUSES PAID BY RELATED ORGANIZATION SCHEDULE J, PART II, COLUMN B(II) IN ADDITION TO PHYSICIAN'S ANNUAL BASE COMPENSATION, PHYSICIAN MAY BE ENTITLED TO RECEIVE A PRODUCTIVITY BONUS, WHICH SHALL BE BASED ON CASH RECEIPTS EARNED BY THE PHYSICIAN. THESE SHALL BE DEDUCTED FROM CASH RECEIPTS EXPENSES DIRECTLY ASSOCIATED WITH THE PHYSICIAN AS WELL AS A PROPORTIONATE SHARE OF DIRECT EXPENSES FOR THE OPERATION OF THE CLARION INTERNAL MEDICINE PRACTICE. FOR PURPOSES OF CALCULATING THE PHYSICIAN'S SHARE OF DIRECT EXPENSES, THE ONLY EXPENSES WHICH WILL NOT BE DEDUCTED ARE "INDIRECT EXPENSES" ASSOCIATED WITH ADMINISTRATIVE SERVICES PROVIDED BY HEALTH SERVICES OF CLARION, INC. IF THE RESULTING NUMBER IS A POSITIVE NUMBER, IT SHALL BE MULTIPLIED BY 75%. THIS AMOUNT SHALL BE THE AMOUNT OF BONUS EARNED BY THE PHYSICIAN. THE BONUS SHALL BE PAYABLE WITHOUT REGARD TO WHETHER THE SURGICAL PRACTICE HAD BEEN PROFITABLE OR NOT PROFITABLE IN THE PAST. THOMAS FREENOCK REPAY NONCMPETE AGMT X 150000 52500 false false false 52500 MARLA MCCLEARY SPOUSE OF BRUCE MCCLEARY 55550 COMPENSATION false LANA GEORGE SPOUSE OF BARRY GEORGE 29203 COMPENSATION false NUMBER OF VOLUNTEERS FORM 990, PART I, QUESTION 6 VOLUNTEER SERVICES OF CLARION HOSPITAL CONSISTS OF APPROXIMATELY 65 VOLUNTEERS WHO WORK WITHIN 25 VARIOUS DEPARTMENTS ASSISTING EMPLOYEES, PATIENTS, AND STAFF TO DELIVER QUALITY BASED HEALTHCARE. IN ADDITION, NON-COMPENSATED MEMBERS OF THE BOARD OF DIRECTORS ARE CONSIDERED VOLUNTEERS. ORGANIZATION MISSION FORM 990, PART III, QUESTION 1 MISSION: CLARION HOSPITAL, AS THE COMMUNITY'S RESOURCE FOR THE DELIVERY OF QUALITY-BASED HEALTHCARE, IS COMMITTED TO PROVIDE EMERGENT, ACUTE, TRANSITIONAL, AND LONG-TERM MEDICAL SERVICES FOR THE RESIDENTS OF CLARION COUNTY AND ITS SURROUNDING COMMUNITIES. PURPOSE: CLARION HOSPITAL EXISTS TO PROVIDE COMPREHENSIVE, QUALITY HEALTH CARE, APPROPRIATE TO THE NEEDS OF OUR COMMUNITY, IN A COMPASSIONATE AND EMPATHETIC MANNER. THE HOSPITAL ACKNOWLEDGES THE IMPORTANCE OF PREVENTIVE MEDICINE AND FOCUSES ON THE PROMOTION OF A HEALTHY LIFESTYLE FOR ALL. EVERY DEPARTMENT WITHIN CLARION HOSPITAL CONTRIBUTES AN INVALUABLE SERVICE TOWARD THE PROVISION OF QUALITY HEALTH CARE FROM THE ORGANIZATION AS A WHOLE. EACH DEPARTMENT EXISTS FOR A SPECIFIC PURPOSE, YET NO DEPARTMENT EXISTS SOLELY ON ITS OWN. WE ARE ALL INTER-DEPENDENT UPON EACH OTHER. VALUES: *WE BELIEVE IN BEING CUSTOMER FOCUSED. *WE BELIEVE IN COMPETENCY. *WE BELIEVE IN HONESTY. *WE BELIEVE IN CARING. *WE BELIEVE IN COMMITMENT. *WE BELIEVE IN BEING TEAM PLAYERS. *WE BELIEVE IN DEMONSTRATING PROFESSIONALISM. *WE BELIEVE IN THE PRESERVATION OF DIGNITY FOR THOSE WE SERVE. *WE BELIEVE IN MAINTAINING CONFIDENTIALITY. *WE BELIEVE IN EDUCATION AND CONTINUAL LEARNING. *WE BELIEVE IN CONTINUAL IMPROVEMENT. *WE BELIEVE IN DEMONSTRATING MUTUAL RESPECT FOR OUR CO-WORKERS. VISION: CLARION HOSPITAL ENDEAVORS TO EXCEED THE COMMUNITY'S HEALTHCARE EXPECTATIONS THROUGH THE IMPLEMENTATION OF CONTINUOUS QUALITY IMPROVEMENTS, BY REASSESSING THE COMMUNITY'S EVOLVING NEEDS, BY DEVELOPING INNOVATIVE FAMILY-ORIENTED HEALTHCARE SERVICES, AND BY PROVIDING EDUCATIONAL PROGRAMS FOR OUR FUTURE HEALTHCARE PROVIDERS. MANAGEMENT DUTIES FORM 990, PART VI, QUESTION 3 CLARION HOSPITAL HAS A MANAGEMENT CONTRACT WITH QUORUM HEALTH RESOURCES TO PROVIDE MANAGEMENT SERVICES. IN ADDITION, QUORUM HEALTH RESOURCES PROVIDES COMPENSATION FOR THE HOSPITAL'S CEO & CFO. THE HOSPITAL REIMBURSES QUORUM HEALTH RESOURCES WITH MONTHLY MANAGEMENT FEES FOR THE COMPENSATION PAID AND OTHER SERVICES PROVIDED. MEMBERS OF THE ORGANIZATION FORM 990, PART VI, QUESTION 6 & 7 THE BOARD OF CLARION HOSPITAL SHALL CONSIST OF NINE (9) MEMBERS AND SHALL BE APPOINTED BY THE BOARD OF DIRECTORS OF CLARION HEALTHCARE SYSTEM, INC. IN ACCORDANCE WITH HOSPITAL BYLAWS. THE BOARD MEMBERS SHALL BE THE SAME PERSONS WHO SERVE AS THE EXECUTIVE COMMITTEE OF CLARION HEALTHCARE SYSTEM, INC. WHICH INCLUDE THE CHAIRPERSON, VICE CHAIRPERSON, SECRETARY, TREASURER, FORMER CHAIRPERSON (IF APPLICABLE), PRESIDENT & CEO (NON-VOTING), CHIEF OF STAFF (WITH VOTING RIGHTS), ONE MEDICAL STAFF REPRESENTATIVE, AND ANY OTHER DIRECTORS SELECTED BY THE CHAIRPERSON. FORM 990 REVIEW FORM 990, PART VI, QUESTION 11 PRIOR TO FILING, A DRAFT OF THE RETURN IS REVIEWED BY THE CFO IN DETAIL. A FINAL DRAFT IS THEN PRESENTED TO THE FINANCE COMMITTEE OF THE BOARD OF DIRECTORS AND THE FULL BOARD FOR REVIEW. CONFLICT OF INTEREST POLICY REVIEW FORM 990, PART VI, QUESTION 12 CLARION HOSPITAL, INC. BOARD MEMBERS ARE ASKED TO COMPLETE A CONFLICT OF INTEREST FORM ON AN ANNUAL BASIS. IF A CONFLICT ARISES, THE BOARD MEMBER WITH A CONFLICT ABSTAINS FROM VOTING ON ANY MATTER RELATED TO THE CONFLICT. POLICY: MEMBERS OF THE GOVERNING BODY SHALL NOT MAINTAIN SUBSTANTIAL PERSONAL OR BUSINESS INTERESTS WHICH CONFLICT WITH THOSE OF THE HOSPITAL. PROCEDURES: ALL GOVERNING BODY MEMBERS SHALL EXECUTE A CONFLICT OF INTEREST STATEMENT. MEMBERS OF THE GOVERNING BODY SHALL NOT ENGAGE IN THE FOLLOWING FORMS OF SELF DEALINGS: A) THE SALE, EXCHANGE, OR LEASING OF PROPERTY OR SERVICES BETWEEN THE HOSPITAL AND A GOVERNING BOARD MEMBER, HIS EMPLOYER, OR AN ORGANIZATION SUBSTANTIALLY CONTROLLED BY HIM ON A BASIS LESS FAVORABLE TO THE HOSPITAL THAN THAT ON WHICH SUCH PROPERTY OR SERVICE IS MADE AVAILABLE TO THE GENERAL PUBLIC. B) FURNISHING OF GOODS, SERVICES, OR FACILITIES BY THE HOSPITAL TO A GOVERNING BOARD MEMBER, UNLESS SUCH FURNISHING IS MADE ON A BASIS NOT MORE FAVORABLE THAN THAT ON WHICH SUCH GOODS, SERVICES, OR FACILITIES ARE MADE AVAILABLE TO THE GENERAL PUBLIC OR EMPLOYEES OF THE HOSPITAL. C) ANY TRANSFER TO OR USE BY OR FOR THE BENEFIT OF A GOVERNING BOARD MEMBER OF THE INCOME OR ASSETS OF THE HOSPITAL EXCEPT BY PURCHASE FOR FAIR MARKET VALUE. ANY DIRECTOR, OFFICER, EMPLOYEE, OR COMMITTEE MEMBER HAVING AN INTEREST IN A CONTRACT OR OTHER TRANSACTION PRESENTED TO THE BOARD OF DIRECTORS OR A COMMITTEE THEREOF FOR AUTHORIZATION, APPROVAL OR RATIFICATION SHALL GIVE PROMPT, FULL AND FRANK DISCLOSURE OF HIS INTEREST TO THE BOARD OR COMMITTEE PRIOR TO ITS ACTING ON SUCH CONTRACT OR TRANSACTION. THE BODY TO WHICH SUCH DISCLOSURE IS MADE SHALL THEREUPON DETERMINE, BY MAJORITY VOTE, WHETHER THE DISCLOSURE SHOWS THAT A CONFLICT OF INTEREST EXISTS OR CAN REASONABLY BE CONSTRUED TO EXIST. IF A CONFLICT IS DEEMED TO EXIST, SUCH PERSON SHALL NOT VOTE ON, NOR USE HIS PERSONAL INFLUENCE ON, NOR PARTICIPATE (OTHER THAN TO PRESENT FACTS) IN THE DISCUSSIONS OR DELIBERATIONS WITH RESPECT TO SUCH CONTRACT OR TRANSACTION. SUCH PERSON MAY NOT BE COUNTED IN DETERMINING THE EXISTENCE OF A QUORUM AT ANY MEETING WHERE THE CONTRACT OR TRANSACTION IS UNDER DISCUSSION OR IS BEING VOTED UPON. THE MINUTES OF THE MEETING SHALL REFLECT THE DISCLOSURE MADE, THE VOTE THEREON AND, WHERE APPLICABLE, THE ABSTENTION FROM VOTING AND PARTICIPATING, AND WHETHER A QUORUM WAS PRESENT. COMPENSATION REVIEW POLICY FORM 990, PART VI, QUESTION 15 IT SHALL BE THE POLICY OF THE BOARD OF DIRECTORS TO ESTABLISH AND MAINTAIN AN EXECUTIVE COMPENSATION PROGRAM FOR THE PRESIDENT/CEO AND CHIEF FINANCIAL OFFICER WHICH: (1) ENABLES THE BOARD TO ATTRACT AND RETAIN THE EXECUTIVES NEEDED TO EFFECTIVELY CARRY OUT THE MISSION OF THE ORGANIZATION AND THE POLICIES OF THE BOARD. (2) RESPONDS TO MARKET TRENDS. (3) REFLECTS THE VALUE OF THE FUNCTIONAL DEMANDS OF EXECUTIVE WORK. (4) REWARDS PERFORMANCE RESULTS. (5) IS BASED ON FACTORS THAT PROVIDE FOR JUST AND REASONABLE COMPENSATION. COMPENSATION ACTIONS APPROVED BY THE BOARD OF DIRECTORS MUST BE DOCUMENTED, AND SUCH DOCUMENTATION SHALL INCLUDE THE BASES OF EACH COMMITTEE'S ACTIONS AND THE NAMES OF THE COMMITTEE MEMBERS INVOLVED IN THE ACTIONS. THE DOCUMENTED PROCESS FOR DETERMINING EXECUTIVE COMPENSATION SHALL INCLUDE: (1) TERMS OF THE COMPENSATION ARRANGEMENTS. (2) APPROVAL DATE. (3) NAMES OF BOARD MEMBERS WHO APPROVED THE COMPENSATION DECISIONS. (4) DATA USED IN THE COMPENSATION DECISION. (5) DISCLOSURES OF CONFLICT OF INTEREST, IF ANY. (6) ANNUAL REVIEW OF COMPENSATION RECORDS. THE BOARD OF DIRECTORS AUTHORIZES THE HUMAN RESOURCE COMMITTEE TO REVIEW AND RECOMMEND COMPENSATION DECISIONS FOR THE PRESIDENT/CEO. THE BOARD OF DIRECTORS AUTHORIZES THE FINANCE COMMITTEE TO REVIEW AND RECOMMEND COMPENSATION DECISIONS FOR THE CHIEF FINANCIAL OFFICER. SUCH RECOMMENDATIONS ARE REPORTED TO AND ACTED UPON BY THE FULL BOARD OF DIRECTORS. GUIDELINES FOR DETERMINING PROPOSED COMPENSATION FOR THE PRESIDENT/CEO AND THE CHIEF FINANCIAL OFFICER (A) A REVIEW AND APPROVAL OF THE OFFICER'S COMPENSATION SHALL OCCUR INITIALLY UPON HIRE OF THE OFFICER AND WHENEVER THE OFFICER'S COMPENSATION IS MODIFIED. (B) ANNUALLY, THE HUMAN RESOURCE COMMITTEE OF THE BOARD OF DIRECTORS SHALL ESTABLISH PERFORMANCE STANDARDS FOR THE PRESIDENT/CEO WHICH SHALL BE USED IN DETERMINING COMPENSATION ACTIONS. THE HUMAN RESOURCE COMMITTEE SHALL HAVE THE AUTHORITY TO REVIEW THE PERFORMANCE OF THE PRESIDENT/CEO AND RECOMMEND A COMPENSATION ADJUSTMENT, IF WARRANTED IN THE JUDGMENT OF THE COMMITTEE. (C) ANNUALLY, THE PRESIDENT/CEO SHALL ESTABLISH PERFORMANCE STANDARDS FOR THE CHIEF FINANCIAL OFFICER WHICH SHALL BE USED IN DETERMINING COMPENSATION ACTIONS. THE PRESIDENT/CEO SHALL HAVE THE AUTHORITY TO REVIEW THE PERFORMANCE OF THE CHIEF FINANCIAL OFFICER AND PROPOSE A COMPENSATION ADJUSTMENT, IF WARRANTED IN THE JUDGMENT OF THE PRESIDENT/CEO, TO THE FINANCE COMMITTEE. (D) INFORMATION GATHERED AND USED IN COMPENSATION ACTIONS SHALL INCLUDE: 1. COMPENSATION PAID BY SIMILAR ORGANIZATIONS. 2. QHR WILL PROVIDE COMPENSATION COMPARABILITY DATA FOR THE POSITION COMPILED BY INDEPENDENT ORGANIZATIONS. THE DATA MAY BE BASED ON INDUSTRY SURVEYS, EXPERT COMPENSATION STUDIES, OR OTHER COMPARABLE DATA. 3. REFERENCE TO FUNCTIONALLY COMPARABLE POSITIONS. 4. THE AVAILABILITY OF SIMILAR SERVICES IN THE GEOGRAPHIC SERVICE AREA. COMPENSATION WAS LAST REVIEWED, USING THE ABOVE METHOD, IN FEBRUARY 2010. DOCUMENT DISCLOSURE FORM 990, PART VI, QUESTION 19 GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS ARE MADE AVAILABLE BY WRITTEN REQUEST FOR A LEGITIMATE BUSINESS PURPOSE, AS DETERMINED BY TOP MANAGEMENT. REQUESTED DOCUMENTS WILL BE MAILED TO THE REQUESTOR. 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