Saint Josephs Manor

“Management services were contracted to Catholic Health East.”

“Diocesan Services, Inc. is the sole corporate member of the Organization.”

“Diocesan Services, Inc. is the sole corporate member and must approve the appointment of all Directors on the Board of Directors.”

“As sole corporate member, Diocesan Services, Inc. shall have rights of final approval in matters of policy, budget, finance, benefits and any changes in the charter or bylaws of the Organization.”

“An extensive review of the 990 is conducted during a Finance Committee board session with a brief overview of the highlights to all of the board members at a full board meeting.”

“The Organization has adopted a policy which sets forth the Organization's conflict of interest policy and processes. Annually, all those serving the Organization in a fiduciary capacity, including directors, officers and key employees receive a copy of the policy and annual disclosure statement to be completed. Disclosures of financial interest or other reportable circumstances as defined in the policy are submitted and reviewed by the Organization's CEO and board's chair. Summary information is reported to the entire board and available to the board throughout the year which may rise to the level of an actual or apparent conflict. The determination of whether a disclosed financial or other interest constitutes a conflict of interest is made by the board or an appropriate committee thereof compromised of disinterested persons and without the participation of the affected individual except to respond to questions about the disclosure. The policy further addresses the procedure for the board's further consideration of the proposed transaction/matter without the participation of the affected person and the documentation of the proceedings. Lastly, the policy addresses potential disciplinary action for the violations of the policy.”

“The Organization has adopted a process for determining compensation. The board has an independent committee review and approve all elements of remuneration for all disqualified parties, as well as other key management. The board/committee has an established compensation philosophy statement which details the objectives of market positioning and pay elements. The committee engages with external consultants to provide market data comparing organization's roles to similarly sized health systems utilizing both title and job content comparisons. The committee reviews the market analysis, approves any salary adjustments for the executive population, considers both reasonableness and effectiveness of all remunerative programs and approves the detailed performance expectations which are incorporated into the at-risk plan. All of these discussions and decisions are documented through the provision of meeting minutes.”

“The Organization does not make its governing documents, conflict of interest policy, and financial statements available to the public.”

“Contractual Service Fees: Program service expenses 1,653,910. Management and general expenses 0. Fundraising expenses 0. Total expenses 1,653,910.”