St Joseph Hospital

“Covenant Health, Inc. is the sole member of St. Joseph Hospital.”

“As the sole member of St. Joseph Hospital, Covenant Health, Inc. retains the ability to elect and remove the Organization's board of directors with or without cause.”

“As the sole corporate member of the Organization, Covenant Health, Inc. has the following powers and rights over the Organization and its subsidiaries as outlined in the Organization's bylaws: 1. To approve any change in the written statements of philosophy and mission; 2. To amend and to repeal the organizing and governing documents; 3. To elect the Board of Directors or remove them with or without cause; 4. To appoint and remove the president; 5. To approve all plans of merger, consolidation, reorganization, dissolution, or the sale, lease assignment, or transfer of substantially all of the assets, or the purchase or acquisition of an interest in any corporation, partnership, joint venture, or other entity; 6. To approve the acquisition, sale, or encumbrance of any real estate valued in excess of an amount set by the Member in writing; 7. To approve the sale, assignment, or transfer of any equity interest or membership interest in any subsidiary; 8. To approve any reclassification or other change of any capital stock or other equity security; and, 9. To approve the issuance of, or the creation of any obligation to issue, any equity security.”

“The Forms 990 are prepared by an independent tax accountant, and are then reviewed by the St. Joseph Hospital Finance Committee and board of directors prior to filing.”

“Each year, St. Joseph Hospital conducts a survey of the board members and key management members to determine whether there are conflicts of interest (be they actual or potential). Board members and key employees have a continuing obligation to report any proposed transactions which may be perceived as a conflict of interest.”

“The compensation of officers and key employees is subject to the oversight and decisions of Covenant Health, a related entity and the sole member of the Center. Every two-to-three years the Compensation Committee of the Covenant Health board of directors engages an external consultant to provide competitive market data from various survey sources, which is used to develop recommendations for changes to the compensation program. Since 2003, the Compensation Committee has engaged a human resources consultant to conduct this analysis. Objectives of the analysis are to assess the compositeness of the total cash compensation levels of the senior leadership team, develop market based competitive salary ranges for all executive positions, and ensure that the annual incentive opportunities, if there are any, are competitive and reasonable.”

“The Hospital will make its corporate and governing documents and its financial available upon request.”

“Maintenance contracts: Program service expenses 1,915,062. Management and general expenses 881,664. Fundraising expenses 0. Total expenses 2,796,726. Medical service providers: Program service expenses 26,781,589. Management and general expenses 0. Fundraising expenses 0. Total expenses 26,781,589. Contracted and purchased labor: Program service expenses 345,589. Management and general expenses 159,104. Fundraising expenses 0. Total expenses 504,693. Collections and admin support: Program service expenses 0. Management and general expenses 2,041,737. Fundraising expenses 0. Total expenses 2,041,737. Shared service fees: Program service expenses 10,203,685. Management and general expenses 14,985,700. Fundraising expenses 0. Total expenses 25,189,385.”

“Transfers to affiliates 980,000. Adjustment to defined benefit pension obligation 11,661,242. Net periodic pension cost -11,533,718.”

“The audit process has not changed from the previous year.”