2024-05-10T16:13:03-05:00 2023-06-30 990 2022-07-01 680511504 Memorial Hermann Community Benefit Corporation % SYSTEM TAX DEPARTMENT MEMO 7133384552 929 Gessner Rd Suite 1900 Houston TX 77024 DEBORAH C GORDON SECRETARY/TREASURER 7133384552 2024-05-15 DEBORAH C GORDON 999009999 2 2022 2023-04-26 12:10:37Z DAVID CALLENDER MD 929 Gessner Rd STE 1900 Houston TX 77024 16670488 false X http://communitybenefit.memorialhermann.org/ X 2001 TX Test and measure innovative solutions that promote good health for the individual, the health system and the community. 3 0 182 0 0 0 15435206 16616127 0 54361 0 0 0 0 15435206 16670488 601870 742827 0 0 12652745 13100215 0 0 69863 2559795 2169913 15814410 16012955 -379204 657533 14251115 14985133 1952321 2028806 12298794 12956327 X TO IMPLEMENT SOLUTIONS THAT PROMOTE GOOD HEALTH FOR THE INDIVIDUAL, THE HEALTH SYSTEM AND THE COMMUNITY. WE COLLABORATE WITH OTHERS AS WELL AS CREATE SIGNATURE, EVIDENCE-BASED WAYS TO IMPROVE THE COMMUNITIES WHERE PEOPLE LIVE, WORK, LEARN AND PLAY. false false 4409385 54361 Addressing the need for a "medical home" for the uninsured and underinsured, Memorial Hermann Community Benefits partners with five school districts, Houston--the largest in Texas, Pasadena, Lamar Consolidated, Alief and Aldine for its Health Centers for Schools program designed to provide a "medical home" for uninsured children and a secondary access point for insured children, grades k-12th. The Health Centers for Schools program provides primary healthcare, mental healthcare, nutritional care, navigation support and dental care to medically underserved, at-risk children. The program began in 1996 with two school-based health centers servicing three schools. Today, Memorial Hermann operates Health Centers on-site at nine campuses in the greater Houston area providing access to healthcare for students at 80+ schools. "Feeder" patterns are accommodated, making it possible for a child to receive continuity of care from pre-kindergarten through twelfth grade. All services are provided at no cost to families. The Health Centers for Schools operate Monday through Friday, 7:30 am to 4:00 pm, 12 months a year. The primary goal of the Health Centers for Schools program is to bring increased health care to children who will otherwise not obtain it and to keep children healthy and in school so they can learn the skills they will need for a brighter future. 60% of the children served at the clinics do not have any type of healthcare coverage. 29% have some form of Medicaid. The remaining 11% are children who would not obtain healthcare due to transportation issues, working parents unable to accommodate time off from work, high private insurance deductibles or simply a lack of parental involvement. 95% of students served through the program are on the free/reduced lunch program, and 39% are more comfortable speaking, reading and writing in a language other than English. The scope of services offered includes immunizations, general and sports physicals including well woman and man care, acute, chronic and minor injury care, mental health therapy, social service counseling and referrals, health education, and nutritional guidance as well as other specific care to meet students' needs. Staffing at each center consists of a nurse practitioner, licensed clinical social worker, licensed vocational nurse, and a receptionist, with medical clinic oversight provided by a family practitioner. Two dietitians and a certified community health worker rotate amongst the nine centers. The dietitians deliver the healthy eating and lifestyles program (HELP) designed to educate health centers for schools' students and their families on the importance of proper nutrition and exercise. The HELP program is intensive and individual, meeting the student and family where they are on the "stage of change" continuum. The navigator supports in health and social service applications and referrals. The three mobile dental clinic vans rotate among the health centers for schools and are staffed by a dentist and one to two dental assistants. The vans provide services that include periodic oral examinations, diagnostic x-rays, prophylaxis, fluoride treatments, oral hygiene instructions, sealants, composite fillings, extractions, stainless steel crowns, and pulpotomies. This program has served as a "dental home" to uninsured students since 2000. An evidenced-based program, Memorial Hermann Health Centers for Schools benchmarks are derived from the National Association of School Based Health Centers, pre/post data, and Healthy People 2020. Outcomes in 2023 include: 2.9% of Health Center students used an ER for primary care purposes versus 10.5% of the general primary care pediatric community; asthma exacerbations, emergency room visits, hospitalizations and absenteeism were reduced by 92%; 97% of students with 3+ clinic visits for acute or chronic reasons receive a bi-annual physical; and 85% of students returned to their classroom on the same day. Although our behavioral health program suffered high turnover with 70% of staff opting for remote work opportunities, students who received therapy from licensed clinical social workers improved their respective overall grade point averages from an average of 3.0 to 3.2; days absent remained the same at 2.5 days per student; and suspensions/detentions remained the same at half a day per student. Lack of consistent staffing contributed to no improvement in absenteeism and suspension/detention data; however, it should be noted that these indicators did not worsen. In a typical year, desired trends are for the grade point average to rise, and for days absent and suspension/ detentions to decline. Furthermore, 85% of students with 4+ mental health therapy visits realized meaningful and reliable improvement on the CAFAS (Child and Adolescent Functional Assessment Scale). For the dental program, 29.5% of students ages 4-11 as well as 9.9% of students age 12+ experienced caries at recall. Healthy people 2020 called for the proportion of children with one or more caries to be no more than 49% and 48%, respectively. Moreover, 99% of children aged 6 to 9 received dental sealants on one or more of their permanent first molar teeth compared to the Healthy People 2020 target of 28.1%. 7284016 COMPOUNDED BY TEXAS' LACK OF MEDICAID EXPANSION, ARE PEOPLE WHO CANNOT AFFORD PRIVATE INSURANCE; WHO ARE ELIGIBLE BUT NOT ENROLLED IN GOVERNMENT SPONSORED PROGRAMS, AND WHO ARE RECENT OR UNDOCUMENTED IMMIGRANTS. A GROWING NUMBER OBTAIN THEIR HEALTH CARE IN ERS. A HOUSTON STUDY CONDUCTED BY THE UNIVERSITY OF TX SCHOOL OF PUBLIC HEALTH INDICATED THAT ROUGHLY 46% OF ER VISITS ARE USED FOR NON ER CONDITIONS. IN NOVEMBER, 2008, WHEN UNINSURED RATES FOR THE NATION AND THE HOUSTON AREA WERE 15% AND 32%, RESPECTIVELY, THE MEMORIAL HERMANN COMMUNITY BENEFIT CORPORATION LAUNCHED A PATIENT NAVIGATION PROGRAM TO ADDRESS PRIMARY CARE RELATED ER USE AT MEMORIAL HERMANN SOUTHWEST HOSPITAL. OVERALL OBJECTIVES WERE AND CONTINUE TO BE: (1) TO CONNECT PATIENTS WITH MEDICAL HOMES THAT ARE THE RIGHT LOCATION, THE RIGHT COST, THE RIGHT HOURS OF OPERATION, AND THE CORRECT SERVICES FOR EACH INDIVIDUAL; (2) TO REDUCE PRIMARY CARE RELATED ER USE; AND (3) TO REDUCE PRIMARY CARE RELATED COSTS, AT LEAST TO THE POINT OF COVERING THE COST OF THE PROGRAM. TODAY, ER NAVIGATORS ARE LOCATED IN ALL MEMORIAL HERMANN HEALTH SYSTEM ERS. THE STUDY DESIGN IS BASED ON PRE/POST DATA; AND THE INTERVENTION INCLUDES PATIENT NAVIGATION, CONDUCTED BY BI-LINGUAL, STATE CERTIFIED COMMUNITY HEALTH WORKERS (CHWS) TRAINED IN PEER-TO-PEER COUNSELING. DURING THE ER VISIT CHWS MEET WITH PATIENTS TO: EXPLORE ALL ACCESS ISSUES (ACCESS IS MORE THAN HAVING HEALTH INSURANCE); COACH ON HOW TO ACCESS HEALTHCARE AND COMMUNITY RESOURCES; AND, EDUCATE ON THE IMPORTANCE OF FINDING AND MAINTAINING A MEDICAL HOME. ALL PATIENTS LEAVE THE ER WITH SOME SORT OF FOLLOW-UP INSTRUCTIONS FROM THE MEDICAL TEAM--THE CHWS MAKE SURE THEY HAVE A PLACE TO GO. AFTER THE ER VISIT CHWS: FOLLOW UP WITH PATIENTS, USUALLY WITHIN ONE WEEK; MONITOR/REVIEW/RESOLVE ONGOING PATIENT NEEDS; AND, CONTINUE TO FOLLOW-UP UNTIL THE CASE IS CLOSED. ESSENTIAL TO THE PROCESS IS CONTINUING TO BUILD RELATIONSHIPS WITH HOSPITAL STAFF AND COMMUNITY BASED ORGANIZATIONS. IN PARTNERSHIP WITH MEMORIAL HERMANN ER BUSINESS, CLINICAL AND CARE MANAGEMENT TEAMS, THE PROGRAM ANNUALLY RESULTS IN 12- MONTH, PRE-POST DECLINE IN ER VISITS OF 62%. RESEARCH DATA INDICATES THAT SOCIAL DETERMINANTS OF HEALTH (SDOH) HAVE A PROFOUND IMPACT ON THE HEALTH STATUS OF INDIVIDUALS, AND IN ORDER TO IMPROVE POPULATION HEALTH, HEALTH CARE SYSTEMS WILL NEED TO CONSIDER ADDRESSING SDOH. THE ER NAVIGATION PROGRAM INCORPORATES FOOD INSECURITY SCREENING AND PANTRY/SNAP REFERRAL INTO THE NAVIGATION INTERVENTION PROCESS. MOST RECENTLY, A MULTI-VISIT PATIENT (MVP) IMPLEMENTATION COACHING PROGRAM HAS BEGUN WITH THE OBJECTIVE OF IDENTIFYING AND MITIGATING THE ROOT CAUSES OF RECURRENT UTILIZATION FOR NON-CLINICAL PURPOSES - HOMELESSNESS, SOCIAL ISOLATION, HUNGER, MENTAL HEALTH. THE FOCUS IS ON EMERGENCY DEPARTMENT PATIENTS NOT ONLY ACROSS THE MEMORIAL HERMANN SYSTEM BUT SHARED WITH HARRIS HEALTH AND METHODIST. HOSPITAL TEAMS SERVE AS CHANGE AGENTS AND SUPPORT THE VISION OF THE PROGRAM. EXTERNAL PARTNERSHIPS INCLUDE HOUSTON RECOVERY CENTER, COUNCIL ON RECOVERY, AND COALITION FOR THE HOMELESS. TO FURTHER ALIGN EFFORTS OF ADDRESSING SOCIAL DETERMINANT ISSUES AND INCREASE THE OPPORTUNITY FOR OUR PROGRAM TO BUILD BRIDGES TO HEALTH CARE AND COMMUNITY RESOURCES WE HAVE IMPLEMENTED COMMUNITY RESOURCE CENTERS, A NEW MODEL FOR WORKING WITH PARTNERS ON MEDICAL/SOCIAL NEEDS AT OUR MEMORIAL HERMANN SOUTHWEST, GREATER HEIGHTS, AND NORTHEAST HOSPITALS. MEMORIAL HERMANN COMMUNITY RESOURCE CENTERS SUPPORT COMMUNITY MEMBERS WITH NAVIGATING THE HEALTH AND SOCIAL SERVICE SYSTEMS, WHILE BECOMING MORE ENGAGED IN THEIR OWN DISEASE PREVENTION THROUGH DECISION-MAKING AND SELF-MANAGEMENT. THROUGH AN INTAKE SCREENING TOOL WHICH ADDRESSES FOOD INSECURITY, TRANSPORTATION, HEALTH LITERACY, ACCESS TO AND UNDERSTANDING OF MEDICATIONS, FINANCIAL STRAIN, HOUSING, EMPLOYMENT, EDUCATION AND EMOTIONAL WELL-BEING, COMMUNITY HEALTH WORKERS IDENTIFY THE APPROPRIATE PARTNERS TO SUPPORT EACH INDIVIDUAL CLIENT. THE PROGRAM BUILDS COLLABORATIVE PARTNER CAPACITY THROUGH PROVISION OF ACCESS TO SERVICES (MEDICAL HOME CONNECTIONS, APPLICATION ASSISTANCE, ENCOURAGEMENT FOR FOLLOW-THROUGH); WRAP-AROUND SUPPORT (NMDOH); EDUCATION (HEALTH LITERACY); AND BRIDGING PEOPLE TO SOCIAL SUPPORTS. 3025376 517415 According to an emergency department use study, published in June 2013 and conducted by the university of Texas school of public health, 46% of all patients treated and released from emergency rooms in Houston were treated for primary care related illnesses or injuries. Based on this data which represents a consistent trend, the Memorial Hermann Health System Nurse Triage Center dba the Nurse Health Line was established and designed to improve access to care and ensure more efficient use of the emergency rooms in Harris and the surrounding counties. The study highlights the need for patient education about appropriate emergency department use. Healthcare consumers are uncertain about where and when to go for treatment. The Medicaid 1115 waiver DSRIP program allowed Memorial Hermann to launch and operate a 24-hour nurse triage call center to assist patients with their level of care decisions. The goal of the program is to be a regional resource that Houstonians can call to discuss their health concerns, receive recommendations on the appropriate setting for care, and connect to appropriate resources. The call center is staffed with registered nurses and certified CHWs 24/7 and is available to callers, free of charge, regardless of insurance status, language, physician alignment or hospital affiliation. Callers with questions or concerns regarding medical conditions are encouraged to call or fill out a 'contact us' form at nursehealthline@memorialhermann.org and get help from a registered nurse who provides nurse triage, health education/information, suggestions on the urgency of the need for treatment, and the appropriate level of care from 911 to home care advice. Memorial Hermann patients are given discharge instructions (from hospitals, clinics, surgery centers, and doctors' offices) to contact the nurse health line for assistance with medical concerns, questions post-discharge. Conversely, callers are referred to EDs, urgent care centers, virtual visits, clinics, or contact their physician for follow up in accordance with the appropriate treatment setting needed. Patients are also referred to community health centers, Pharm D poison control hotlines, dentists, and mental health hotlines/facilities. Vouchers are available to be sent electronically for a free neighborhood health center clinic visit. Referrals to home health, the Memorial Hermann Community Resource Centers and dietitians are initiated as needed, free to callers. The FY23 data shows that: 98% of the triage line callers followed the advice of the nurse and 57% that would have sought care in an ER setting were redirected to urgent care, primary care or home care. The 24/7 call center is a credible and available resource for assistance with medical concerns and questions. Callers that are uninsured and/or do not have a primary care physician are given resources to connect with a primary care home close to their home. The service is promoted through electronic ads, health fairs, wellness events, not-for-profit social service agencies; school districts; college campuses, city of Houston agencies, churches, and federally qualified health clinics, and partners programmatically with the Harris county emergency corps (HCEC), northwest community health (NW), and city of Houston Ethan-emergency telehealth and navigation program. Intended for the community at large, 46% were Medicaid/uninsured. The cost avoidance for the Houston area ED's is just over of $ 4.6 million, using the assumption of $500 per ER visit, for FY23. Memorial Hermann Health System COVID calls are being transferred to the COVID hot line. The COVID hot line is being managed by the nurse health line (NHL). 343 Physicians of Sugar Creek 219730 219730 Support of Community Health Centers 220073 219730 14938850 true true false false false false false false false false true false false false true true true true false false false false false false false false false true false true false false false false false false false false false false false false false true false false false true 11 0 true 182 true false false false false false false false false false false false false X 3 0 false false false false true true true true true false false true true true true true true true true false X SYSTEM TAX DEPARTMENT 7133384552 929 GESSNER RD STE 1900 Houston TX 77024 David L Callender MD CEO/President 1.0 40.0 X X 0 3539897 477530 Deborah Gordon Secretary/Treasurer 1.0 40.0 X X 0 1617976 252924 Alec King Director 1.0 40.0 X 0 1388329 237433 Carol J Paret Former Officer 40.0 1.0 X 0 692378 144756 Mahasti Chalajour Dentist 40.0 0.0 X 215745 0 43023 Kimber L Molke Dir, System Triage Center 40.0 0.0 X 218162 0 17383 Deshaunda T Graves Dentist 40.0 0.0 X 186285 0 27895 Annvi Utter Dir, Health Centers for School 40.0 0.0 X 176081 0 36597 Steven Hartranft Dir, Risk Management 40.0 0.0 X 175513 0 23682 971786 7238580 1261223 27 true true false Collaborative Healthcare Strategies 20 Flintlock Rd LEXINGTON MA 02420 Contract Services 150000 2 16539811 5000 71316 16616127 NET PATIENT SERVICE REVENUE 622110 54361 54361 54361 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 16670488 54361 0 742827 742827 0 0 0 0 0 10581112 9913004 611680 56428 466813 437338 26986 2489 1304826 1222438 75428 6960 747464 700268 43210 3986 0 0 19613 19613 0 0 0 769354 700845 68509 24844 24844 136874 133822 3052 140242 129838 10404 0 404801 403352 1449 66013 53793 12220 0 6970 6970 0 0 216621 183428 33193 13283 13283 EQUIPMENT MAINTENANCE 151103 151033 70 MEDICAL SUPPLIES 112000 112000 SYSTEM DEPARTMENT CHARGES 72024 72024 SPECIAL FUNCTIONS 23984 13015 10969 12187 10035 2152 16012955 14938850 1004242 69863 12027786 13400609 0 0 137033 5716 131277 0 0 0 0 0 0 0 0 0 1689 2458 5358141 3781791 1669403 1576350 0 0 0 0 0 0 0 0 283927 0 14251115 14985133 1308822 1049880 0 0 0 0 0 0 0 0 0 0 0 0 0 0 643499 978926 1952321 2028806 X 12298794 12956327 0 0 12298794 12956327 14251115 14985133 657533 X X false true X true false X 12677090 13365569 14592167 15435206 16670488 72740520 0 0 0 0 12677090 13365569 14592167 15435206 16670488 72740520 0 0 0 72740520 0 0 0 0 0 12677090 13365569 14592167 15435206 16670488 72740520 1.00000 1.00000 0.00000 0.00000 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 2379252 1199666 1179586 672540 593723 78817 2306349 1988402 317947 1576350 0 UNEARNED REVENUE 256544 ROU LIABILITY 431083 INTERCOMPANY PAYABLE 291299 978926 X Form 990 Schedule D Part X Line 2 FOR FISCAL YEARS ENDING JUNE 30, 2023 AND 2022, MEMORIAL HERMANN COMMUNITY BENEFIT CORPORATION MANAGEMENT HAS DETERMINED THAT THERE ARE NO MATERIAL UNCERTAIN TAX POSITIONS THAT REQUIRE RECOGNITION IN THE ACCOMPANYING CONSOLIDATED BALANCE SHEETS. true MHS Physicians of Texas 929 Gessner Rd Ste 1900 Houston TX 77024 760385980 501(c)(3) 517415 Support Exempt Purpose Interfaith of The Woodlands 4242 Interfaith Way The Woodlands TX 77381 741804123 501(c)(3) 150000 Support Charitable Programs Children At Risk Inc 2900 WESLAYAN STE 400 Houston TX 77027 760360533 501(c)(3) 25000 Support Charitable Programs University of Texas HSC Partners 7000 Fannin St Houston TX 77030 741761309 State of TX 25000 Support Charitable Programs WESLEY COMMUNITY CENTER INC 1410 Lee St Houston TX 77009 741860046 501(c)(3) 19730 Support Charitable Programs 4 1 Schedule I Part 1 Line 2 Community agencies can request funds from Memorial Hermann by completing a proposal submission Packet which details the agency's mission, services, existing collaborators, and realized and proposed goals. Missions and goals that support Memorial Hermann's community benefit mission of increasing and strengthening the primary and specialty care infrastructure for the uninsured and underinsured community receive high priority. Often a site visit is performed by Memorial Hermann Community Benefit Corporation staff and recommendations are made to the President, CEO and the community relations committee for the ultimate decision. X X X X X false true false false false false false true false David L Callender MD CEO/President 0 1623035 0 1872998 0 43864 0 464845 0 12685 0 4017427 0 0 Deborah Gordon Secretary/Treasurer 0 773062 0 820079 0 24835 0 222672 0 30252 0 1870900 0 188242 Alec King Director 0 790362 0 575562 0 22405 0 209771 0 27662 0 1625762 0 0 Mahasti Chalajour Dentist 192616 0 22364 0 765 0 23659 0 19364 0 258768 0 0 0 Kimber L Molke Dir, System Triage Center 168486 0 38391 0 11285 0 13267 0 4116 0 235545 0 0 0 Deshaunda T Graves Dentist 154441 0 19607 0 12237 0 11566 0 16329 0 214180 0 0 0 Annvi Utter Dir, Health Centers for School 143191 0 32774 0 116 0 9325 0 27272 0 212678 0 0 0 Steven Hartranft Dir, Risk Management 139803 0 32229 0 3481 0 22204 0 1478 0 199195 0 0 0 Carol J Paret Former Officer 0 351906 0 330006 0 10466 0 121445 0 23311 0 837134 0 63410 Form 990 Schedule J Line 4B SUPPLEMENTAL NONQUALIFIED RETIREMENT PLAN: MEMORIAL HERMANN HEALTH SYSTEM SPONSERS TWO SUPPLEMENTAL NONQUALIFIED RETIREMENT PLANS; MEMORIAL HERMANN SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (SERP); EXECUTIVE DEFERRED COMPENSATION PLAN (EDCP). THE FOLLOWING INDIVIDUAL(S) PARTICIPATED IN AND/OR RECEIVED PAYMENTS (NOTED IN PARENTHESIS FOR SERP AND EDCP RESPECTIVELY) FROM MEMORIAL HERMANN HEALTH SYSTEM'S SUPPLEMENTAL NON-QUALIFIED RETIREMENT PLAN DURING THE TAX YEAR: DEBORAH GORDON ($0/$188,242.21); Carol Paret ($7,955.01/$63,410.33). Form 990 Schedule J Part I Line 7 MEMORIAL HERMANN HEALTH SYSTEM HAS TWO INCENTIVE PROGRAMS IN WHICH CERTAIN MANAGEMENT INDIVIDUALS MAY PARTICIPATE, THE MANAGEMENT INCENTIVE BONUS AND LONG TERM INCENTIVE PLAN. THE MANAGEMENT INCENTIVE BONUS IS AN ANNUAL INCENTIVE DESIGNED TO ATTRACT AND RETAIN KEY LEADERS AND ESTABLISH GREATER ACCOUNTABILITY AND ALIGNMENT TO BUSINESS PERFORMANCE. PAYMENT AMOUNT TARGETS ARE BASED UPON A PERCENTAGE OF BASE SALARY, DEVELOPED BY INDEPENDENT THIRD PARTY EXPERTS. MEMORIAL HERMANN'S COMPENSATION COMMITTEE AND GOVERNING BOARD HAS FINAL DISCRETION WHETHER TO AWARD AMOUNTS TO INDIVIDUALS AND TO ADJUST THE PAYMENT AT THEIR SOLE DISCRETION. THE LONG TERM INCENTIVE PLAN IS BASED ON A THREE-YEAR PERFORMANCE PLAN, WHICH REWARDS KEY SENIOR LEADERS BY ALIGNING THEIR COMPENSATION TO STRATEGIC INITIATIVES OF MEMORIAL HERMANN. PERFORMANCE TARGETS ARE BASED UPON A PERCENTAGE OF THE INDIVIDUAL'S BASE SALARY AND ARE DEVELOPED BY INDEPENDENT THIRD PARTY EXPERTS USING MARKET COMPETITIVE DATA WITHIN THE GUIDES OF REASONABLENESS. AT THE END OF A THREE-YEAR PERIOD, MEMORIAL HERMANN'S COMPENSATION COMMITTEE REVIEWS PERFORMANCE AGAINST GOALS TO DETERMINE APPROPRIATE PAYOUT. MEMORIAL HERMANN'S COMPENSATION COMMITTEE AND GOVERNING BOARD HAS FINAL DISCRETION WHETHER TO AWARD AMOUNTS TO INDIVIDUALS AND TO ADJUST THE PAYMENT AT THEIR SOLE DISCRETION. Form 990 Part VI Section A Line 6 Memorial Hermann Community Benefit Corporation has as its sole member Memorial Hermann Health System. Both organizations are IRC Section 501(c)(3) non-profit entities. Form 990 Part VI Section A Line 7A THE CORPORATION'S MEMBERS SHALL HAVE SUCH POWERS, EXERCISE SUCH RIGHTS AND PERFORM SUCH DUTIES AS MEMBERS OF THE CORPORATION AS MAY BE REQUIRED BY APPLICABLE LAW OR BY EXPRESS PROVISION OF THE CERTIFICATE OF FORMATION OR ITS BYLAWS, AND THE MEMBERS SHALL HAVE NO OTHER POWERS, RIGHTS, OR DUTIES. THE MEMBERS SHALL ELECT DIRECTORS TO FILL ANY EXISTING OR SOON TO BE EXISTING VACANCY OCCURRING IN THE BOARD OF DIRECTORS. Form 990 Part VI Section A Line 7B THE FOLLOWING MATTERS ARE RESERVED TO THE CORPORATION'S MEMBERS AND SHALL REQUIRE THE AFFIRMATIVE ACTION OF THE MEMBERS TO BE EFFECTIVE: ANY AMENDMENT TO OR RESTATEMENT OR REPEAL OF THE CERTIFICATE OF FORMATION; ANY AMENDMENT TO OR RESTATEMENT OR REPEAL OF THESE BYLAWS; THE SALE, TRANSFER, OR OTHER DISPOSITION OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF THE CORPORATION AND ITS AFFILIATES; THE MERGER OF THE CORPORATION INTO, OR THE CONSOLIDATION OF THE CORPORATION WITH, ANY OTHER ENTITY; OR, THE DISSOLUTION OF THE CORPORATION. Form 990 Part VI Section B Line 11B THE FORM 990 IS PREPARED AND REVIEWED BY MEMORIAL HERMANN SYSTEM TAX DEPARTMENT. THE SYSTEM TAX DEPARTMENT WORKS WITH OTHER DEPARTMENTS THROUGHOUT THE ORGANIZATION TO OBTAIN THE INFORMATION NEEDED TO COMPLETE THE FORM 990. UPON COMPLETION, THE FORM 990 IS REVIEWED BY THE ORGANIZATION'S CHIEF FINANCIAL OFFICER, CHIEF ACCOUNTING OFFICER, AND/OR OTHER KEY OFFICERS. A COMPLETE COPY OF THE FORM 990 IS THEN PROVIDED TO EACH MEMBER OF THE GOVERNING BODY PRIOR TO FILING THE FORM 990. Form 990 Part VI Section B Line 12C Memorial Hermann Health System utilizes conflict of interest surveys and has codified its procedure in a policy. The policy is monitored by the organization's Corporate Compliance department through annual surveys of board members, corporate officers, management level employees, and other selected employees, physicians and vendors for all of its entities and related affiliates. In addition to responding to the survey, each recipient affirms that they have received a copy of the policy, have read and understood it, have agreed to comply with it, and understands that Memorial Hermann is a charitable organization to must engage in primarily tax-exempt purpose activities. The corporate compliance department, chief legal officer, and the corporate audit committee, consisting of independent board members, receive a report of all items disclosed. The audit committee chair reports the existence of any conflicts to the corporate board of directors. Memorial Hermann's conflicts of interest policy requires that board members excuse themselves from discussions in which they have a conflict of interest. The policy also subjects board members to disciplinary action if they are found to have violated the policy. Form 990 Part VI Section B Line 15 The compensation committee of the Memorial Hermann board of directors retains the ultimate discretionary authority over all elements of executive compensation. The committee is comprised of individuals who are not employed by Memorial Hermann, and have no conflicting interests. The process for determining compensation for the organization's CEO and disqualified persons is modeled after the requirements in IRC section 4958 to establish the presumption of reasonable compensation. The compensation committee reviews and approves the total remuneration for the organization's disqualified persons in advance of being paid. On an annual basis, the compensation committee engages an independent third-party executive compensation consultant who uses comparable market data from published surveys and/or forms 990 of similar organizations to perform a competitive analysis and write an opinion letter regarding the competitive position of Memorial Hermann's disqualified persons. The compensation committee reviews the comparability data and opinion letter, and documents its discussion and decisions in minutes that are retained with the organization's other governance materials. The analysis is performed annually and it includes the President and CEO, all executive vice presidents and senior vice presidents of the organization, as well as family members of disqualified persons who are employed by Memorial Hermann. Form 990 Part VI Section C Line 19 CERTAIN DOCUMENTS OF THE ORGANIZATION ARE AVAILABLE TO THE PUBLIC THROUGH THE TEXAS SECRETARY OF STATE, SUCH AS THE ORGANIZATION'S CERTIFICATE OF FORMATION AND ANY AMENDMENTS THERETO. THE ORGANIZATION IS INCLUDED IN THE CONSOLIDATED AUDITED FINANCIAL STATEMENTS, WHICH ARE ATTACHED TO THE FORM 990 AND ARE MADE AVAILABLE TO THE PUBLIC UPON REQUEST. THE ORGANIZATION'S OTHER GOVERNING DOCUMENTS AND CONFLICTS OF INTEREST POLICY ARE NOT MADE AVAILABLE TO THE PUBLIC. 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