New York State Catholic Health Planinc

“Pursuant to a management services agreement ("msa") executed between nyschp, cmc, salus administrative services ("salus") and centene company of new york llc ("ccny"), dated as of july 1, 2018, cmc, ccny and salus agreed to assume responsibility for the operations of nyschp's individual commercial products and medicare products until they were transitioned to centene. The scope of management and administrative services provided under the msa includes, among other things: utilization review services; personnel services; claims administration; quality assurance; billing and collections; marketing; financial systems and services; and actuarial services. Under the terms of the msa, cmc alone was reimbursed for services provided by cmc, salus and ccny to nyschp pursuant to the "per member per month" schedule set forth in the msa. Nyschp and adny also entered into an administrative services agreement, pursuant to which adny agreed to provide additional managerial, financial and accounting services for nyschp that fell outside of the scope of the msa and a prior transitional services agreement entered into between centene management, llc and nyschp. Under the terms of the administrative services agreement, nyschp paid adny a monthly fee for services provided. As discussed above, william e. Whiston was the chief financial officer of adny through january 31, 2024, and is currently serving as senior advisor to the chancellor of adny. He did not receive any compensation for services provided under the administrative services agreement.”

“The organization has members. The membership of the organization is limited to the diocesan bishops of the state and the ecclesiastical province of new york.”

“The organization is a membership corporation under the new york not-for-profit corporation law (the "n-pcl"). The organization's members elect its board of directors and, as members of a new york not-for-profit corporation, possess certain other powers under the n-pcl. Furthermore, the organization's by-laws, which are filed with the new york state department of health ("nysdoh"), define the following reserved powers of the members: (i) the interpretation of the ethical and religious directives for catholic health care services to which the organization, as a faith-based organization, is subject; (ii) approval of the mission statement; (iii) standing to ensure the organization's compliance with its philosophy and mission statement; (iv) approval of amendments to the organization's certificate of incorporation and by-laws; (v) approval of certain transactions involving real property; (vi) approval of certain actions by the organization when acting as a shareholder or member of another entity; (vii) approval of the acceptance and issuance of subventions; (viii) approval of any merger, dissolution or consolidation; (ix) removal of directors and certain officers of the corporation; (x) approval of the election of the chief executive officer; and (xi) review of the audited financial statements. Certain of these powers already exist by virtue of the n-pcl (i.e., the power to approve any merger, dissolution or consolidation under n-pcl 903(a)(2) & 1002(a)).”

“Please see line 7a narrative.”

“A draft of the form 990 is prepared by the organization's outside independent tax advisors in collaboration with the organization's outsourced executive and finance personnel. The 990 is reviewed by its ceo and outside counsel. The organization's board of directors has reviewed and accepted the draft form 990 before its filing with the irs. Accordingly, after the organization's management has completed its review of the draft form 990, it is circulated in draft for review, comment and approval to the members of the board of directors. Once any comments have been incorporated and the form 990 has been accepted by the board of directors it is ready for filing with the irs.”

“Annually, the organization's officers and directors are provided with a copy of the conflicts of interest policy and an acknowledgement form. These individuals are instructed to sign and return the form, (a) to acknowledge that they have reviewed the policy and (b) to disclose any conflicts or potential conflicts. The conflicts of interest policy defines "disclosable interests", i.e., those interests that an individual covered by the policy must have in another entity in order for a transaction between the organization and that entity to be covered by the policy. The policy also defines the types of transactions between the organization and another entity involving an individual covered by the policy that is subject to by the policy. The policy requires disclosure to the board of directors by any person with a disclosable interest in a transaction as defined in the policy of all conflicts or potential conflicts of interest. Initially, after the interested individual has recused him or herself, the organization's board of directors determines whether a potential conflict of interest exists. If a conflict of interest is found to exist, the board of directors decides whether to enter into the transaction based on its determination of whether (a) a more advantageous transaction or arrangement is not reasonably attainable under circumstances that would not give rise to a conflict of interest, (b) the transaction or arrangement is in the organization's best interest and for its own benefit and (c) the transaction is fair and reasonable to the organization.”

“No officers or directors received compensation from the organization during 2024. Historically, when the organization had paid employees, outside counsel for the organization, a national law firm with expertise in advising tax-exempt organizations on excess benefit transactions law, has advised nyschp as to which employees are disqualified persons within the meaning of section 4958 of the internal revenue code. Additionally, when the organization had employees, it also engaged a compensation consultant firm, a national human resources consulting firm with expertise in advising tax-exempt organizations on excess benefit transactions law, to prepare annually a detailed report on the proposed compensation for the organization's disqualified persons that includes data as to comparable compensation for similar qualified persons in functionally comparable positions at similarly-situated organizations.”

“The organization is a new york not-for-profit corporation. Its certificate of incorporation is readily available to the general public from the new york state department of state under the new york freedom of information law ("foil"). Its certificate of incorporation and by-laws are also on file with the nysdoh and likewise available to the general public under foil.”

“On july 2, 2018, following regulatory approval, nyschp sold substantially all of its operations, assets and liabilities relating to its insurance business, including its subsidiary salus administrative services, inc. ("salus"), to centene corporation ("centene") in accordance with the terms of the asset purchase agreement ("apa") entered into in september 2017 by both parties. The proceeds from the sale transaction, net of a limited reserve to cover expenses, were transferred to the mother cabrini health foundation ("the foundation"). As a result of the sale, nyschp ceased conducting the following programs: the medicaid managed care program (medicaid), child health plus, fidelis care at home, health and recovery plan ("harp") and the essential plan program. Although acquired by centene, nyschp's individual commercial market products (including qualified health plans) and medicare products (medicare advantage, medicare advantage d-snp, medicare advantage plus, and medicaid advantage plus) were not immediately transferred to centene due to regulatory and other requirements. The individual commercial market products (including qualified health plans) were transferred to centene effective january 1, 2019 to accommodate the annual open enrollment period cycle for enrollees. With regard to the medicare and medicare-related products, the novation or assignment of the contracts related to these products was approved by the centers for medicare & medicaid services in 2020, and became effective january 1, 2021. All medicare and medicare-related products were novated to centene prior to such date. Because the individual commercial market products and medicare products were not transferred immediately following closing of the sale to centene, nyschp entered into reinsurance agreements with hallmark life insurance company, an affiliate of centene, to provide for 100% reinsurance of the liabilities for these products. The reinsurance agreements provide that during the time following the closing of the sale, an existing centene subsidiary company, hallmark life insurance company, will reinsure 100% of the financial liabilities relating to nyschp's medicare business (including certain the medicare-related products) and nyschp's individual products (including qualified health plans) products in accordance with the reinsurance agreements. In connection with the reinsurance agreements and in light of the assumption by centene of all economic risk relating to the medicare, medicare-related and individual commercial products, nyschp also entered into a management agreement with the centene affiliates salus administrative services, inc., centene management company, llc, and centene company of new york whereby the centene affiliates would assume all administrative and operational responsibility for these products.”

“Nyschp and adny entered into an administrative services agreement, pursuant to which adny agreed to provide additional managerial, financial and accounting services for nyschp that fell outside of the scope of the transition services agreement and the master services agreement described below. Under the terms of the administrative services agreement, nyschp paid adny a monthly fee for services provided. William e. Whiston was the chief financial officer of adny through january 31, 2024, and is currently serving as senior advisor to the chancellor of adny. He did not receive any compensation for services provided under the administrative services agreement. Form 990, part vi, section a, line 2: william e. Whiston, a director of nyschp, was the chief financial officer of adny through january 31, 2024, and is currently serving as senior advisor to the chancellor of adny. The archbishop of new york serves as the president of the membership of nyschp.”

“To the extent that a question on the form 990 has been left blank, the response to this question should be not applicable. Due to software limitations, nyschp could not properly respond to the respective question as n/a.”

“The organization's board serves as its audit committee and performs audit committee functions under new york law including retaining and monitoring the independent auditor and monitoring the results of the audit.”