Brightside Inc

“The sole member of brightside is sisters of providence health system. See line 7 for additional information”

“Sisters of providence health system is the sole member of brightside. Sisters of providence health system has the right to appoint all persons to the board of directors of brightside.”

“As sole member, sisters of providence health system must approve certain decisions of the governing body, including the strategic plan, annual capital plan, and annual operating budget. Sisters of providence health system must also approve significant changes such as a merger, dissolution, sale of assets in excess of certain limits and modifications to governing documents.”

“Prior to filing, the form 990 for brightside is reviewed by management. Each member of the board receives a copy of the return in its final form before it is filed with the internal revenue service.”

“Brightside has adopted trinity health's governance policy no. 1, which sets forth the organization's conflict of interest policy and processes. It applies to all "interested persons" of brightside, which includes directors, principal officers, key employees, and members of committees with board-delegated powers. Interested persons are expected to discharge their duties in a manner the person reasonably believes to be in the best interests of brightside and to avoid situations involving a conflict of interest. On an annual basis, interested persons are required to complete a conflict of interest disclosure statement and to affirm their receipt of the conflict of interest policy, compliance with its requirements, and agree to notify the organization of changes impacting their annual disclosure in accordance with the policy. The annual disclosures are provided to internal legal counsel and the integrity and compliance officer, from which legal counsel prepares a report for the board chair and ceo. A summary of potential conflicts is reviewed with the board of directors of brightside (or a delegated committee of the board) on a yearly basis. Interested persons are required to make full disclosure to brightside of any financial or business interests that might result in or have the appearance of a conflict of interest. The board of directors of brightside (or a delegated committee of the board) is responsible for the review of transactions to determine whether an actual conflict of interest exists. In the event of an actual conflict, the board (or a delegated committee of the board) will either avoid the conflict or appropriately scrutinize the transaction to ensure it is in the best interests of brightside. Interested persons are required to recuse themselves from discussion and voting on matters involving a conflict of interest. The policy further addresses the proper documentation of the proceedings and potential disciplinary and corrective action for violations of the policy. The policy is available to the public upon request.”

“Question 15a is answered "no" because the compensation for brightside's ceo is established and paid by trinity health, a related organization. In establishing ceo compensation, trinity health follows a process and policy that is intended to mirror the irc section 4958 guidelines for obtaining a "rebuttable presumption of reasonableness" with regard to compensation and benefits. As part of that process, the compensation and benefits of the ceo of brightside are reviewed at least annually by the trinity health board or the trinity health human resources and compensation committee (hrcc) of the board, authorized to act on behalf of the board with respect to certain compensation matters. As part of its review process, the hrcc retains an independent firm experienced in compensation and benefit matters for not-for-profit healthcare organizations to advise it in the determinations it makes on the reasonableness of proposed compensation and benefits arrangements. For the compensation of other executives, when they were hired, brightside had a process for determining compensation which included the following: the board had an independent committee review and approved all elements of remuneration for all disqualified parties, as well as other key management. The board/committee had an established compensation philosophy which detailed the objectives of market positioning and pay elements. The committee engaged with external consultants to provide market data comparing the organization's roles to similarly sized organizations utilizing both title and job content comparisons. The committee reviewed the market analysis, approved any salary adjustments for the executive population, considered both reasonableness and effectiveness of all remunerative programs and established the detailed performance expectations which were incorporated into the incentive plan. All of these discussions and decisions were documented through the provision of meeting minutes.”

“Brightside is a subsidiary organization in the trinity health system. Trinity health makes certain of its key documents available to the public on its website, www.trinity-health.org, in the "about us" section. In this section, the consolidated audited financial statements are publicly available. Brightside's governing documents and conflict of interest policy are available upon request.”

“Brightside's financial statements were included in the fy16 consolidated financial statements of trinity health, which were audited by an independent public accounting firm.”