St. Marys Community Care Professionals Corp

“St. Mary's community care professionals corp's sole member is st. Mary's healthcare system for children, inc. (smhsc).”

“St. Mary's community care professionals corp's bylaws specifically reserve the power to appoint and remove its board members to the smhsc.”

“St. Mary's community care professionals corp's bylaws specifically reserve the following powers to smhsc:*mergers, *sales or dissolutions, *amendments to the certificate of incorporation and or bylaws, *operating and capital budgets, *unbudgeted borrowings in excess of $1,000,000, *unbudgeted capital expenditures in excess of $500,000, *a strategic plan and hiring and firing of the ceo.”

“St. Mary's community care professionals corp's form 990 is reviewed by an external accounting firm prior to submission to the full audit and compliance committee for review. Once the changes from both the accounting firm and audit and compliance committee's review are implemented, a final draft of the 990 is posted to the board of directors' website for access by all board members prior to the submission of the 990 to the irs.”

“Once a year, each board member, officer or key employee of the organization completes a conflict of interest questionnaire, statement and acknowledgement which confirms that each individual has disclosed any potential conflict of interest; has received a copy of the conflict of interest policy; has read, understands, and agrees to comply with the conflict of interest policy. During the course of the year, each board member, officer, and key employee is required to promptly advise the chief executive officer or his/her designee, of any changes to the information provided in that individual's last completed conflict of interest questionnaire.the chief executive officer, or his/her designee, reviews all completed questionnaires and all subsequent advice of changes, taking such action as is deemed appropriate to address and eliminate potential conflicts of interest, including such steps as reassignment of responsibilities.all disclosures of interests in completed questionnaires or subsequent advice, unless clearly irrelevant or immaterial, shall be compiled and reported by management to the audit and compliance committee of the board, together, in each case, with the response or recommendation of management. The audit and compliance committee shall determine whether the reported resolution of issues raised by the disclosures is satisfactory and, if not shall take such further action as it deems appropriate. Each board member, and any officer or key employee representing a proposed transaction or other matter to the board shall disclose promptly and in good faith to the board such individual's interest in a proposed transaction or other matter to be considered by the board. The individual may not participate in any way in the board's deliberations concerning matters in which he/she has disclosed an interest.following any such disclosure, and after such due diligence and such development and consideration of other alternatives, if any, as the board shall deem appropriate, the board may, in its discretion, authorize or approve the proposed transaction or actions as at least as fair and reasonable to the organization as would otherwise be obtainable by the organization. Such actions shall be by a vote sufficient for such purpose without counting the vote or votes of such interested person or persons and such person or persons may not participate in, determining the presence of a quorum at the meeting.any disclosure, non-participation, and board action taken in accordance with this policy shall be clearly recorded in the minutes of the meeting at which the matter is addressed and resolved.upon reasonable belief that a board member, officer or key employee failed to comply with the policies and directives set forth in its disclosure policy, the board or the audit and compliance committee shall inform the individual of the basis of the belief and provide an opportunity to explain the noncompliance. If after hearing the individual's response and making further appropriate investigations, the board or audit compliance committee determines that the individual has, in fact, failed to comply with such policies and directives, it shall take or recommend appropriate corrective action.”

“Salaries for the executive team are paid by a related organization, smh administrative services. The policies for determining compensation are as follows: st. Mary's healthcare system for children, the sole member of the organization, reviews market pay practices for senior executives in organizations of comparable size and type. This market analysis is then reviewed by the executive review/compensation committee and used as a factor in determining salary adjustments relative to market competitiveness and job performance.”

“Compensation for other executives is managed in a similar manner, with the human resources department in consultation with the ceo, using periodic surveys of the local market to ensure that st. Mary's compensation is competitive.”

“St. Mary's community care professionals corp makes its organizing documents, conflicts of interest policy and financial statements available to the public upon request and at management's discretion.”