2017-05-10T15:10:29-05:00 2016-06-30 KPMG LLP 191 West Nationwide Blvd Ste 500 Columbus OH 432152568 990 2015-07-01 363196559 Centegra Health System % David Tomlinson CENT 8157885800 385 Millennium Drive Crystal Lake IL 60012 DAVID TOMLINSON EVP & CFO 8157885800 2017-05-08 true Mollie P Longhouse P00294881 6142492300 2017-05-10 2015 2021-01-29 14:40:06Z Michael Eesley 385 Millennium Drive Crystal Lake IL 60012 168804062 false X www.centegra.org X 1982 IL See Schedule O narrative titled Summary 15 9 856 300 93457 -14286 0 0 154095179 164537715 1057628 51299 0 0 155152807 164589014 0 0 0 0 79853469 92968116 0 0 0 100027578 89142456 179881047 182110572 -24728240 -17521558 93821738 111755357 120034081 145202311 -26212343 -33446954 X See Schedule O false false 142364747 164444258 See Schedule O 142364747 true false false false false false false false false false true false false false true true false true false false false false false false false false false false false true true false false false false false false false false false false false false false false true true false false false true 404 0 true 856 true true true true CJ false false false false false false false false X 15 9 true false false false false true false true true false false false true true true true true true true true true IL X David Tomlinson 8157885800 385 Millenium Drive Crystal IL 60012 MICHAEL EESLEY CHIEF EXECUTIVE OFFICER 38.0 2.0 X X 1567554 0 141514 CHARIE ZANCK Board of Governors 1.0 1.0 X 0 0 0 CHARLES RUTH Board of Governors 1.0 1.0 X 0 0 0 CHRIS NEWKIRK Board of Governors 1.0 1.0 X 0 0 0 DAVE DOMEK Board of Governors 1.0 2.0 X 0 0 0 JACK PORTER Board of Governors 1.0 0.0 X 0 0 0 KATHY POWELL Board of Governors 1.0 4.0 X 0 0 0 LISA GLOSSON MD Board of Governors 40.0 0.0 X 244619 0 18633 LUKE JOHNSOS Board of Governors 1.0 1.0 X 0 0 0 MICHAEL LUECHT Board of Governors 2.0 2.0 X 0 0 0 MIKE CURRAN Board of Governors 2.0 0.0 X 0 0 0 PAT MOREHEAD Board of Governors 1.0 3.0 X 0 0 0 RICHARD LIND Board of Governors 1.0 0.0 X 293680 0 14812 TERRENCE BUGNO Board of Governors 1.0 3.0 X 0 0 0 TOM CAREY Board of Governors 2.0 1.0 X 0 0 0 WILLIAM BUSSE Board of Governors 1.0 1.0 X 0 0 0 IRFAN HAFIZ SVP CHIEF MEDICAL OFFICER 40.0 0.0 X 411021 0 21551 AARON SHEPLEY PRESIDENT INSURANCE SERVICES 40.0 0.0 X 571556 0 66668 DAVID TOMLINSON EVP / CFO 38.0 2.0 X 603938 0 60723 JASON SCIARRO PRESIDENT / COO 38.0 2.0 X 978327 0 91729 BERNADETTE SZCZEPANSKI SVP HUMAN RESOURCES 40.0 0.0 X 340185 0 29620 CHRISTOPHER WESTERKAMP VP REVENUE CYCLE 40.0 0.0 X 258231 0 20313 CYNTHIA ROONEY - OLSON VP FOUNDATION 0.0 40.0 X 290607 0 33671 ERIC ZORNOW VP FINANCE & TREASURY 30.0 10.0 X 233748 0 40852 HADLEY STRENG VP STRATEGY & DEVELOPMENT 40.0 0.0 X 245703 0 27925 JUDITH ANDRONOWITZ VP QUALITY, PERFORMANCE ANALYT 40.0 0.0 X 225115 0 29451 KUMAR NATHAN SVP CLINICAL EFFECTIVENESS 40.0 0.0 X 476600 0 52105 MATTIAS CARLEN VP HEALTH & WELLNESS 40.0 0.0 X 260680 0 31130 PASQUALE BERNARDI SVP CHIEF OPERATING OFFICER 40.0 0.0 X 508141 0 55963 PEGGY NORTON-ROSKO SR VICE PRESIDENT, CNO 40.0 0.0 X 144199 0 16072 AMIR HEYDARI PHYSICIAN GENERAL SURGERY 40.0 0.0 X 806525 0 21218 BENJAMIN J NAGER PHYSICIAN NEUROLOGY 40.0 0.0 X 704429 0 34228 DOUGLAS TOMASIAN DIRECTOR OF CARDIOLOGY 40.0 0.0 X 771802 0 30511 JASON TRAGER PHYSICIAN CARDIOLOGY 40.0 0.0 X 704637 0 27352 OSCAR HABHAB PHYSICIAN EMERGENCY DEPT 40.0 0.0 X 645140 0 21635 JEFFREY SCHMIDT SVP CLINICAL INTEGRATION & PAY 0.0 0.0 X 281798 0 10041 NEIL MURPHY SVP / CNO 0.0 0.0 X 169439 0 10326 11737674 0 908043 191 true true false Dell Marketing LP PO Box 269005 Plano TX 75026 Information Services 10710880 MedAssets Inc PO Box 405652 Atlanta GA 30384 Technology 6534810 Precyse Solutions PO Box 11407 Birmingham AL 35246 Technology 2220650 ARUP Laboratories PO Box 27964 Salt Lake City UT 84127 Laboratory Services 1081380 Valence Health Inc 540 W Madison Street Suite 1500 Chicago IL 60661 Technology 1031650 54 0 Expense Allocation Rel 501 (c) 551112 85256305 85256305 Centegra Primary Care Ops 621110 63511995 63511995 Centegra Lab 621500 2100929 2046701 54228 Centegra Insurance Services 524126 4311738 4311738 Centegra Health & Wellness 524298 8477609 8477609 879139 839910 39229 164537715 956347 956347 0 0 0 0 0 3310000 4215048 -905048 -905048 -905048 0 0 0 0 164589014 164444258 93457 51299 0 0 0 0 9458966 9458966 0 70244489 63990161 6254328 1743519 343730 1399789 7022083 1384203 5637880 4499059 886976 3612083 0 806673 122 806551 230175 230175 0 0 0 34580313 26093893 8486420 1676332 1675388 944 3407801 3244988 162813 18108757 18107131 1626 0 2079348 174387 1904961 267923 111566 156357 0 394240 165854 228386 0 0 574709 574709 13360678 13360178 500 BAD DEBT PROVISION 9845678 9845678 FORMS 322676 321290 1386 SUBSCRIPTIONS AND BOOKS 318079 151715 166364 OTHER OFFICE SUPPLIES 267460 204528 62932 2901614 1728250 1173364 182110572 142364747 39745825 0 30272658 29824270 847296 848422 0 0 11951903 9858261 0 0 0 0 2816957 3216443 7299 1997 2534624 5118536 2827017 1955235 2827017 32141483 33063013 0 0 0 0 11198110 26884922 96173 112476 93821738 111755357 22696456 23619030 0 0 0 0 0 0 0 0 0 0 -2243209 -2125274 0 0 99580834 123708555 120034081 145202311 X -26212343 -33446954 0 0 0 0 -26212343 -33446954 93821738 111755357 X -17521558 -93053 10380000 X false true X true false X 0 0 0 0 0 0 107379472 118257274 146471835 153798164 164483487 690390232 0 0 0 107379472 118257274 146471835 153798164 164483487 690390232 0 62987799 60236364 65550710 70756314 85256305 344787492 62987799 60236364 65550710 70756314 85256305 344787492 345602740 1475179 1455573 549122 685900 956347 5122121 784809 331901 297015 54228 1467953 1475179 2240382 881023 982915 1010575 6590074 0 0 108854651 120497656 147352858 154781079 165494062 696980306 0.49586 0.48560 0.00945 0.01140 X 1235786 1235786 1591231 1591231 2827017 0 OTHER LIABILITIES - CIS 14214253 OTHER LIABILITIES - INTERCOMPA 108747360 OTHER LIABILITIES - CHWN 866942 OTHER - INVESTMENT IN CIS -120000 123708555 X Form Sch D Part X Line 2 ASC Topic 740, Income Taxes, addresses the determination of how tax benefits claimed or expected to be claimed on a tax return should be recorded in the consolidated financial statements. Under ASC Topic 740 the Health System must recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the consolidated financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. ASC Topic 740 also provides guidance on de-recognition, classification, interest and penalties on income taxes, and accounting in the interim periods and requires increased disclosures. As of June 30, 2016 and 2015, the Health System does not have a liability for unrecognized tax benefits. X X X X X true true false false false false false false false MICHAEL EESLEY CHIEF EXECUTIVE OFFICER 923531 0 319403 0 324620 0 123889 0 17625 0 1709068 0 0 0 LISA GLOSSON MD Board of Governors 232288 0 0 0 12331 0 7399 0 11234 0 263252 0 0 0 RICHARD LIND Board of Governors 293680 0 0 0 0 0 0 0 14812 0 308492 0 0 0 AARON SHEPLEY PRESIDENT INSURANCE SERVICES 429994 0 141562 0 0 0 44856 0 21812 0 638224 0 0 0 DAVID TOMLINSON EVP / CFO 457428 0 146510 0 0 0 34105 0 26618 0 664661 0 0 0 JASON SCIARRO PRESIDENT / COO 636395 0 229947 0 111985 0 69175 0 22554 0 1070056 0 0 0 JEFFREY SCHMIDT SVP CLINICAL INTEGRATION & PAY 281798 0 0 0 0 0 0 0 10041 0 291839 0 0 0 NEIL MURPHY SVP / CNO 169439 0 0 0 0 0 0 0 10326 0 179765 0 0 0 BERNADETTE SZCZEPANSKI SVP HUMAN RESOURCES 268309 0 71876 0 0 0 21643 0 7977 0 369805 0 0 0 CHRISTOPHER WESTERKAMP VP REVENUE CYCLE 208727 0 49504 0 0 0 19433 0 880 0 278544 0 0 0 CYNTHIA ROONEY - OLSON VP FOUNDATION 237327 0 53280 0 0 0 16394 0 17277 0 324278 0 0 0 ERIC ZORNOW VP FINANCE & TREASURY 188149 0 45599 0 0 0 17632 0 23220 0 274600 0 0 0 IRFAN HAFIZ SVP CHIEF MEDICAL OFFICER 341063 0 69958 0 0 0 21525 0 26 0 432572 0 0 0 HADLEY STRENG VP STRATEGY & DEVELOPMENT 197915 0 47788 0 0 0 3887 0 24038 0 273628 0 0 0 JUDITH ANDRONOWITZ VP QUALITY, PERFORMANCE ANALYT 183961 0 41154 0 0 0 15919 0 13532 0 254566 0 0 0 KUMAR NATHAN SVP CLINICAL EFFECTIVENESS 389149 0 87451 0 0 0 27644 0 24461 0 528705 0 0 0 MATTIAS CARLEN VP HEALTH & WELLNESS 202297 0 58383 0 0 0 17777 0 13353 0 291810 0 0 0 PASQUALE BERNARDI SVP CHIEF OPERATING OFFICER 412343 0 95798 0 0 0 33540 0 22423 0 564104 0 0 0 AMIR HEYDARI PHYSICIAN GENERAL SURGERY 806525 0 0 0 0 0 0 0 21218 0 827743 0 0 0 BENJAMIN J NAGER PHYSICIAN NEUROLOGY 691429 0 0 0 13000 0 7800 0 26428 0 738657 0 0 0 DOUGLAS TOMASIAN DIRECTOR OF CARDIOLOGY 758802 0 0 0 13000 0 7800 0 22711 0 802313 0 0 0 JASON TRAGER PHYSICIAN CARDIOLOGY 680554 0 0 0 24083 0 4656 0 22696 0 731989 0 0 0 OSCAR HABHAB PHYSICIAN EMERGENCY DEPT 632140 0 0 0 13000 0 7800 0 13835 0 666775 0 0 0 PEGGY NORTON-ROSKO SR VICE PRESIDENT, CNO 144199 0 0 0 0 0 0 0 16072 0 160271 0 0 0 Form Sch J Part I Line 4b The following people received amounts as part of a supplemental non-qualified retirement plan: Name Title Amount MICHAEL EESLEY CHIEF EXECUTIVE OFFICER $118,000 JASON SCIARRO PRESIDENT / COO $63,205 DAVID TOMLINSON EVP / CFO $27,741 JUDITH ANDRONOWITZ VP QUALITY, PERFORMANCE $11,963 ANALYTICS AND TECHNOLOGY PASQUALE BERNARDI SVP CHIEF OPERATING $27,853 OFFICER - CPC MATTIAS CARLEN VP HEALTH & WELLNESS $13,532 IRFAN HAFIZ SVP CHIEF MEDICAL OFFICER $21,525 KUMAR NATHAN SVP CLINICAL EFFECTIVENESS $22,058 AARON SHEPLEY PRESIDENT INSURANCE $40,486 SERVICES / GENERAL COUNSEL BERNADETTE SZCZEPANSKI SVP HUMAN RESOURCES $17,594 CYNTHIA ROONEY - OLSON VP FOUNDATION $16,394 CHRISTOPHER WESTERKAMP VP REVENUE CYCLE $13,992 ERIC ZORNOW VP FINANCE & TREASURY $12,776 A IL FINANCE AUTHORITY 861091967 45203HNF5 2012-11-20 207317217 CURRENT REFUNDING; PROJECT false false false B IL FINANCE AUTHORITY 861091967 45203HZS4 2014-06-11 197757179 DEVELOPE A THIRD SYSTEM HOSPITAL false false false A 153455543 0 207317217 0 0 162323247 2279555 0 0 42714415 0 0 2014 true false false true B 0 0 197757179 0 0 0 2235429 0 0 164876189 0 30645561 2016 false false false true A false false true true false 0.00750 0.00750 true B false false true true false 0 true A false true false false false false 0 false 0 false true B true true false 0 false 0 false true A true B true Schedule K, Part VI Centegra Health System (CHS) is the sole member of Northern Illinois Medical Center, Memorial Medical Center -Woodstock, Centegra Hospital-Huntley and NIMED Corp. CHS was a conduit borrower of the proceeds of the 2012 and 2014 bonds and therefore is reporting the bond issues dated 11/20/2012 and 06/11/2014 for the group on its Schedule K. Each organization will report their respective bond liabilities on their respective balance sheets. Schedule K, Part II, Line 10 As reported on Form 8038, proceeds of the 11/20/2012 bond, in the amount of $42,714,415, were spent on capital expenditures. This included $14,016,000 of the proceeds spent to pay a termination payment related to a qualified hedge. Organization's Mission Form 990 Part I Line 1 and Part III Line 1 The primary mission of the Centegra Health System is to inspire and engage our community in their health and wellness. We coordinate the delivery of quality health care services with the innovative and responsible use of resources to promote wellness for communities in and around the greater McHenry County area in Illinois. Program Service Accomplishments Form 990 Part III Line 4a Executive Summary Centegra Health System (Centegra) coordinates the delivery of health care services by assisting in the management of Centegra Hospital- McHenry (Northern Illinois Medical Center) and Centegra Hospital- Woodstock (Memorial Medical Center), (The Medical Centers), and Centegra Health System Foundation, Health Bridge Corporation and NIMED Corporation (Affiliates). In March 2014, Centegra Health System Broke Ground At Centegra Hospital-Huntley. Centegra Hospital Huntley Opened in August 2016. Centegra's mission is to inspire and engage our community in their health and wellness. We provide quality health care services with innovative and responsible use of resources and promote wellness for communities in and around the greater McHenry County area in Illinois. During its fiscal year 2016, Centegra Health System sponsored more than 200 community events. These events touched more than 191,000 individuals. The Medical Centers provide optimum quality health care, delivered by competent hospital and medical center staff, to all whom seek its services regardless of race, creed, sex, national origin, handicap, age, or ability to pay. The primary mission of the Medical Centers is to enhance the health of the community as the preferred health care organization providing outstanding service and value. It is the Medical Centers' objective to serve the community with respect to providing health care services and education. Although reimbursement for services rendered is critical to the operation and stability of the Medical Centers, it is recognized that not all individuals possess the ability to purchase essential medical services. Therefore, in keeping with the Medical Centers' commitment to serve all members of its community, free care and/or subsidized care will be considered where the need and/or an individual's inability to pay exist. Medical Services are provided in a dignified manner to Medicare, Medicaid and indigent patients. System-wide, community benefits included approximately $4.5 million of charity care, over $43.5 million of government sponsored indigent health care, approximately $5.4 million of other community benefits, and over 88,000 community benefit hours. *The Medical Centers' services include, but are not limited to: Centegra Hospital-McHenry is a 179-bed facility located about 50 miles outside of Chicago. The hospital is the region's leading provider of advanced cardiovascular treatments through the Centegra Cardiovascular & Thoracic Center. It is also home to the Centegra Hip & Knee Replacement Center, the Centegra Sage Cancer Center and the Centegra Family Birth Center. As part of Centegra Health System, Centegra Hospital-McHenry achieved Magnet designation for nursing excellence. Centegra Hospital-McHenry provides sophisticated treatments and advanced technology to address the most serious medical conditions. These include: *Open-heart surgery and heart catheterizations *Joint replacement surgeries *A Level II Trauma Center and on-site Flight for Life helicopter *Certified chest pain and stroke centers *Advanced cancer treatments including radiation oncology and infusion services *Labor and delivery and on-site 24/7 obstetrics hospitalists and neonatologists *Intensive care *Medical-Surgical care and 24/7 hospitalist care *Outpatient surgery Centegra Hospital-Woodstock is a 106-bed facility located about 60 miles outside of Chicago. The hospital provides exceptional inpatient and outpatient care and has won top awards for patient safety and satisfaction. As part of Centegra Health System, Centegra Hospital-Woodstock achieved Magnet designation for nursing excellence. Centegra Hospital - Woodstock provides sophisticated treatments and advanced technology to address the most serious medical conditions, including: *A Level II Trauma Center and on-site Flight for Life helicopter *Certified chest pain and stroke centers *Intensive care *Medical-Surgical care and 24/7 hospitalist care *Outpatient surgery *Inpatient behavioral health services *Weight-loss surgery through the Centegra Healthy Living Institute *State-of-the-art medical imaging *Centegra Health System Foundation provides fund-raising services for Centegra Health System in conjunction with the Medical Centers. The proceeds of these activities are used to purchase medical equipment and supplies, therefore enabling the Medical Centers to better serve the community. *Health Bridge Corporation provides various rehabilitation services for the Medical Centers in conjunction with Centegra Health System, by providing fitness centers and pools that serve the community in various capacities and sponsors and hosts assorted educational programs. *NIMED Corporation aids in the management of the Medical Centers and several satellite locations within the Centegra Health System organization. The Medical Centersthe Affiliates' program accomplishments are summarized below. SUPPORT GROUPS Centegra Health System, in conjunction with the Medical Centers and Affiliates, sponsors or hosts many support groups for its patients as well as the community. The following ongoing support groups are held at the Medical Centers, Affiliates or in the community. By supporting these groups, the Medical Centers and Affiliates are able to provide one or all of the following: *Staff professionals who either act as facilitators of the group or function as "Guest Speakers," *Space offered free or at minimal charge, *Free marketing to educate the community about these services. Programs sponsored by the Medical Centers and or Affiliates in conjunction with Centegra Health System include: Oncology Support Groups *Cancer Transitions focuses on the needs of cancer survivors who have finished treatment within the last two years. *Caring for the Caregiver is a group for those offering care to anyone with a serious illness. The group provides an opportunity to connect with others who understand the unique experience of being a caregiver. Education and support are offered on relevant topics to assist successful management of the challenges of caregiving. *Creating Expressions links artistic experience with the emotional benefits of cancer management. *Growing Together Through Cancer Transitions is a monthly group for cancer survivors who have completed the Cancer Transitions program. Education and support is offered through the group experience to increase personal empowerment and wellness in body, mind and spirit toward the goal of long term cancer survivorship. *Centegra STAR Program Guided Patient Services (GPS) where participants receive valuable information and resources that aid them before, during and after diagnosis and treatment. Members of the Survivorship Training and Rehabilitation (STAR) certified team are available to address questions and concerns while patients participate in assessments to help create a personalized plan of care. *H.O.P.E.: High on Positive Energy is for women living with breast cancer. *Look Good Feel Better is a free program offered by the American Cancer Society and teaches beauty techniques to women who are currently undergoing cancer treatment. *Partners in Cancer Transitions, a monthly support group for cancer survivors and their care partners. *Pathfinders, a support group for men and women living with cancer and their care partners. *Wig Boutique: This American Cancer Society program helps women with cancer select a free wig. *Young Ribbons, a support group or those diagnosed with breast cancer younger than the age of 45. This support group helps participants connect with other breast cancer survivors to share, learn and support one another during and after treatment. Additional Support Groups and Services: *A.W.A.K.E. (Alert, Well and Keeping Energetic) Support Group is a sleep disorder support group for patients and family members affected by sleep disordered breathing. The A.W.A.K.E. Support Group is part of the American Sleep Apnea Association. *ADHD Parent Support Group a free support group for parents of children with Attention Deficit Disorder (ADD) or Attention Deficit Hyperactivity Disorder (ADHD). This group provides opportunities for parents to share, collaborate and communicate about some of the challenges involved in raising children with ADD or ADHD. *Breastfeeding Support groups are held to support all breastfeeding moms. *Centegra Crisis Services in partnership with the McHenry County Mental Health Board offers 24-hour crisis line and 24-hour onsite response team. *Diabetes Support Group is for individuals with diabetes and their families. *Eating Disorder Support Group, a monthly eating disorder support group led by a mental health professional and a registered dietitian. *Free Freshstart/Tobacco Cessation: Centegra has partnered with the American Cancer Society to empower participants towards quitting a tobacco habit. Freshstart provides information about effective strategies and helps motivate and pre Business or Family Relationship of Officers, Directors, Etc. Form 990 Part VI Line 2 Centegra Health System (CHS) has adopted specific conflict of interest policies for its governing and management staff. The policy includes, but is not limited to, when an individual, governor, committee member, officer, agent or employee believes that he or she, or a member of his or her immediate family might have or does have a real or apparent conflict, he or she should in addition to filing the disclosure notice required, abstain from making motions, voting, executing agreements, or taking any other similar direct action on behalf of CHS. It is understood, however, that both real and apparent conflicts of interest sometimes naturally occur in the course of conducting daily affairs. Conflicts occur because the many persons associated with CHS should be expected to have, and do in fact generally have multiple interests and affiliations, and various positions of responsibility within the community. The long-range interests of CHS do not require the termination of an association with persons who have real or apparent conflicts, if an effective method can render such conflicts harmless to all concerned. During fiscal year 2016, CHS and its affiliates purchased certain goods, and or services, from organizations with directors' affiliations. All transactions were competitively bid and conducted at arms- length. The fees paid were at fair market value. During fiscal year 2016, Director Michael Curran is an officer/director of Curran Contracting Company, supplier of excavation and asphalt pavement services. Director Charles Ruth is the Board Chairman of American Community Bank & Trust and Chief Executive Officer of Alliance Contractors. Director Tom Carey is Vice-President and majority owner, Carey Electric Contracting, Inc, supplier of electrical contracting services. Rachel Sebastian, Senior Vice President and Chief Operating Officer for Centegra Hospital - McHenry, is the daughter of Chief Executive Officer, Michael Eesley. Rachel Sebastian reports directly to the President and Chief Operating Officer, Jason Sciarro. How Members or Shareholders Elect Governing Body Form 990 Part VI Line 7a The powers and duties of the Centegra Health System (CHS) members in fulfilling the purposes and objectives of the Corporation shall include, but not be limited to, the taking of action with respect to the following matters: The election of governors and the filling of vacancies on the Board of Governors, which shall be in accordance with the procedures set forth in the Bylaws. The Nominating Committee shall select one candidate for each position on the Board having a term to be voted upon for the office of governor at the next annual meeting of members. The Nominating Committee shall consider and approve a list of candidates and submit such list to the Board of Governors not less than 10 days prior to the date of the last meeting of the Board of Governors prior to the date on which notice of the annual meeting of members is to be sent, and the candidates set forth on such list shall be subject to approval by the Board of Governors. The names of the candidates so selected by the Nominating Committee and approved by the members of the Corporation and shall be presented to the members of the Corporation at the annual meeting. The voting members of the Corporation may nominate candidates for positions on the Board of Governors. Nominations by such members may be effected by means of written nomination signed by not less than 20 voting members in good standing, accompanied by a written statement of such nominee indicating a willingness to serve as a governor of the Corporation if elected. Any such nomination must be received by the Nominating Committee of the Corporation not less than 60 days prior to the annual meeting of members in order to be considered at such annual meeting. All elections shall be by secret ballot if there are more nominees than vacancies to be filled on the Board. All voting members present in person or by proxy at a meeting at which an election occurs shall be entitled to vote for governors. To be valid a ballot must not have more votes than there are vacancies. If there are more nominees than vacancies to be filled on the Board, those nominees who receive the most votes shall be elected to the Board of Governors. Members shall not be entitled to cumulate their votes in the election of governors. Form 990 Review Process Form 990 Part VI Line 11b The review process for the Form 990 includes compilation by internal staff, detailed review by an outside tax preparer and the Centegra Health System (CHS) Director of Accounting and Chief Financial Officer, prior to submission to the IRS. The tax return will be made available for the Board to review after submission to the IRS. Explanation of Monitoring and Enforcement of Conflicts Form 990 Part VI Line 12c 1. In connection with any actual or possible conflicts of interest, an interested person or other person subject to this policy must disclose the existence and nature of his or her financial interest in writing to the President of Centegra or the Chief Compliance Officer or designee, who shall provide such written disclosure to the Governors Affairs Committee of Centegra, which shall consider all conflicts of interest issues and, if appropriate, to the directors and members of committees with Board-delegated powers considering the proposed transaction of arrangement. A Conflict of Interest Disclosure Statement must be submitted annually. Copies of disclosure statements filed by Board members shall be distributed to the Board annually. 2. When a conflict of interest is disclosed at a meeting of the Board or committee thereof, after disclosure of the financial interest, the interested person shall leave the Board or committee meeting while the financial interest is discussed and voted upon. The remaining Board or committee members shall decide if a conflict of interest exists. The interested person's leaving such meeting shall not affect whether a quorum exists at such meeting. 3. Procedures for Addressing the Transaction of Arrangement from Which the Conflict Arose: The chairperson of the Board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. After exercising due diligence, the Board or committee shall determine whether Centegra can obtain a more advantageous transaction or arrangement with reasonable efforts from a person or entity that would not give rise to a conflict of interest. If a more advantageous transaction or arrangement is not reasonably attainable under circumstances that would not give rise to a conflict of interest, the Board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in Centegra's best interest and for its own benefit and whether the transaction is fair and reasonable to Centegra and shall make its decision as to whether to enter into the transaction or arrangement in conformity with such determination. 4. Violations of the Conflicts of Interest Policy: If the administration, the Board, or a committee has a reasonable cause to believe that a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose. If, after hearing the response of the member and making such further investigation as may be warranted in the circumstances, the Board or committee determines that the member has, in fact, failed to disclose an actual or possible conflict of interest, it shall refer the matter to the Governors Affairs Committee for consideration, which shall subsequently recommend appropriate disciplinary and corrective action to such Board or committee. 5. The minutes of the Board and all committees with Board-delegated powers shall contain the names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the Board's or committee's decision as to whether a conflict of interest, in fact, existed. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection therewith. 6. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from Centegra for services is precluded from voting on matters pertaining to that member's compensation. Physicians who receive compensation, directly or indirectly, from Centegra, whether as employees or independent contractors, are precluded from membership on any committee whose jurisdiction includes compensation matters and in which such physician may have a direct or indirect interest. 7. Each director, principal officer, and member of a committee with Board-delegated powers shall annually sign a statement which affirms that such person has received a copy of the conflicts of interest policy; has read and understands the policy; has agreed to comply with the policy; and understands that Centegra is a charitable organization and that in order to maintain its federal tax exemption, it must engage primarily in activities which accomplish one or more of its tax exempt purposes. 8. To ensure that Centegra operates in a manner consistent with its charitable purposes and that it does not engage in activities that could jeopardize its status as an organization exempt from federal income tax, periodic reviews shall be conducted by the Governors Affairs Committee of Centegra. The periodic reviews shall, at a minimum, include the following subjects: Whether acquisition of physician practices and other provider services result in inurement or impermissible private benefit. Whether partnership and joint venture arrangements and arrangements with management service organizations and physician hospital organizations conform to written policies, are properly recorded, reflect reasonable payment for goods and services, further Centegra's charitable purposes and do not result in inurement or impermissible private benefit. Whether agreements to provide healthcare and agreements with other healthcare providers, employees, and third party payors further Centegra's charitable purposes and do not result in inurement or impermissible private benefit. Whether business transactions on behalf of Centegra or an entity controlled by it are the result of arms-length dealing and are no less advantageous than competitively available goods and services of like grade and quality. 9. In conducting the periodic reviews provided for in Article VII, Centegra may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the Board of its responsibility for ensuring the periodic reviews are conducted. Compensation Review & Approval Process Form 990 Part VI Line 15a and 15B The Board of Directors of Centegra Health System, through the Compensation Committee comprised of independent members free of conflict, reviewed executive compensation levels and other features of the compensation plan in accordance with the organization's approved compensation philosophy and strategy. The Committee is comprised of members of the Board of Directors, who are independent of Centegra management, have no personal interest in the compensation arrangements, are not related to, or under the control of any individual whose compensation arrangement is being reviewed and have no material business relationship with Centegra. The C-Suite's compensation is determined by the Compensation Committee in relation to comparable peers or 990 market data. Compensation for other members of the executive staff is recommended by the CEO, reviewed by the Committee, and evaluated against market data based on comparable peers. The Committee approves all compensation decisions in advance of their implementation and documents its determinations and discussions. Its decisions and deliberations are thoroughly documented and meeting minutes are kept and distributed to the Committee members (for historical reference). The Compensation Committee uses a number of external sources and comparisons, and their review includes total compensation (cash compensation, plus benefits provided by Centegra) in relation to organizational performance and prevailing industry practices of comparably-sized organizations. They have engaged the services of a compensation consulting firm (Sullivan Cotter) specializing in the not-for-profit sector that has worked with Centegra and reports directly to the Compensation Committee. Reasonableness letters and documenation are provided to the organization after each review. Other Organization Documents Publicly Available Form 990 Part VI Line 19 The organization makes its governing documents, conflict of interest policy, and financial statements available to the public upon request. Net Assets Form 990, Part XI, Line 9 Equity Transfers $10,380,000 FORM 990 PART IX LINE 11G DESCRIPTION:PURCHASED SERVICES TOTAL FEES:31833981 FORM 990 PART IX LINE 11G DESCRIPTION:COLLECTION AGENCY FEES TOTAL FEES:797901 FORM 990 PART IX LINE 11G DESCRIPTION:OTHER TOTAL FEES:1948431 Centegra Insurance Services Ltd MALPRCTCE INS CJ 599901 22498703 Centegra HS Centegra Primary Care LLC 385 Millennium Drive Crystal Lake IL 60012 364085398 PHYS Practice IL -16272345 35526423 Centegra HS Centegra Clinical Laboratories LLC 385 Millennium Drive Crystal Lake IL 60012 364706465 Lab/Path SVC DE -987279 36880 Centegra HS Centegra Health & Wellness Network LLC 385 Millennium Drive Crystal Lake IL 60012 364740459 CNT MNG ORG IL -720854 1878933 Centegra HS Centegra Health & Wellness Network ACO 385 Millennium Drive Crystal Lake IL 60012 383936176 ACO IL -190575 859 Centegra HS Northern Illinois Medical Center 4201 Medical Center Drive McHenry IL 60050 362338884 Hospital IL 501(c)(3) 3 Centegra HS false Centegra Health System Foundation 385 Millennium Drive Crystal Lake IL 60012 363726310 Fundraising IL 501(c)(3) 11a Centegra HS false NIMED Corporation 385 Millennium Drive Crystal Lake IL 60012 363199111 Property Mgmt IL 501(c)(3) 11c Centegra HS false Health Bridge Corporation 385 Millennium Drive Crystal Lake IL 60012 363196550 Health ft ctr IL 501(c)(3) 11c Centegra HS false Centegra Hospital Huntley Holdings 385 Millennium Drive Crystal Lake IL 60012 453449737 support Org IL 501(c)(3) 11C NIMC false Memorial Medical Center 3701 Doty Road Woodstock IL 60098 362179764 Hospital IL 501(c)(3) 3 Centegra HS false OAK CREEK LODGE 385 MILLENNIUM DRIVE CRYSTAL LAKE IL 60012 363591359 HOSPITAL IL 501(C)3 3 CENTEGRA HS false None Centegra Management Services Inc 385 Millennium Drive Crystal Lake IL 60012 364028114 Management IL Centegra HS C Corp 1.00000 false false false true false false false false false false false false false false false false false true false false Memorial Medical Center C 1380000 Northern Illinois Medical Center C 9000000 Memorial & Northern Illinois Medical Center Q 79652855 MISC related entities Q 5603450