St. Joseph Hospital

“The sole member of st joseph hospital is catholic health system of long island (d/b/a/ catholic health services of long island) (chs). Chs is a new york not-for-profit corporation organized to serve as the coordinating body of an integrated network of providers. Chs is sponsored by the roman catholic diocese of rockville center (diocese).”

“Chs is the sole member and established co-operator of st joseph hospital and as such, has the right to appoint the governing body of st joseph hospital.”

“Chs as the sole member and established co-operator of st joseph hospital is required to approve certain decisions made by the govering body of st joseph hospital.”

“The form 990 and appropriate schedules are completed by outside tax advisors and reviewed internally by management. The final draft of the form 990 is then presented to the compliance and audit committee (the committee) of the board of directors (the board) of chs, which has been delegated the review function by the board. Upon approval of the committee, the form 990 is then sent to all voting members of the board or the executive committee of the board, as appropriate. The form 990 is then submitted to the internal revenue service.”

“Disclosure in accordance with the conflict of interest policy (the policy) by board and board committee members, employees and others that satisfy the criteria to be considered an interested person is submiitted upon hire or appointment and annually thereafter. Such individuals have a continuing obligation to update the information provided during the course of the year. A summary of disclosures is provided to the organization's compliance and audit committee by the organization's compliance officer. All disclosures are investigated and information related to the disclosure shall be gathered and summarized and included with the summary of disclosures. Upon review of the summary of disclosures, the organization's compliance and audit committee shall report its findings to the board of trustees for review. The board shall determine whether a conflict of interest exists based on the criteria contained in the policy. If the board committee determines that no conflict exists, the matter shall be referred for review by the chs compliance and audit committee before the determination becomes final. If a conflict of interest is identified and a majority of the board or board committee agrees that the transaction or arrangement is in the best interest of chs and wishes to go forward with it, the chair of the organization's board of trustees shall provide a written request to the chair of the chs compliance and audit committee, delineating the transaction and conflict and providing reasons why the board agrees that the transaction or arrangement is in the best interest of chs, certifies that chs cannot secure similar services from an organization without a conflict, and wishes to go forward with it. Person determined to have a conflict of interest must recuse himself from any decision making or voting on the interest that gave rise to the conflict. Upon receipt of the written request and any supporting documents, the chs compliance and audit committee shall make the final decision as to whether chs shall enter into the transaction or arrangement.”

“The chief executive officer submits for approval to the system ceo recommendations for base salary adjustments and incentive awards for "disqualified persons" as defined in the policy. The policy defines a "disqualified person" as a person in a position to exercise substantial influence over the affairs of chs or an operating entity, and is either a) a voting member of the board of directors or board of trustees; b) the entity's president, chief executive officer, and chief operating officers or persons holding equivalent positions; c) the entity's treasurers and chief financial officers; d) the person's compensation is primarily based on revenues derived from activities of chs or an operating entity, or of a particular department or function of chs or an operating entity, that the person controls; e) the person has or shares authority to control or determine a substantial portion of chs or an operating entity's capital expenditures, operating budget, or compensation for other employees; f) the person manages a department or activity of chs or an operating entity that represents a substantial portion of the activities, assets, income, or expenses of chs or an operating entity, compared to the organization as a whole; or g) family members of any of those described in the preceding d, e, or f. Once approved by the corporate ceo, these recommendations are sent to the executive compensation committee for review. The executive compensation committee, with an independent compensation consultant engaged by the board, will review proposed salary adjustments and incentive awards to ensure reasonableness by reviewing comparable total compensation data (including incentives) paid to similarly situated executives at the median of the defined marketplace with possible adjustment made for special skill, experience, competence and performance, including contribution to the system as a whole. Reviews are done by an independent consultant annually. The compensation committee sets standards to ensure that the criteria used to determine incentive compensation are specific, objective, measureable and related to indicators of performance. Based on the information, the committee will then make its recommendation to the board of trustees.”

“Governing documents - certificate of incorporation filed with the nys department of state; conflict of interest policy is not publicly available; financial statements are available upon request.”

“Hours for trustees are the estimated weekly hours (2.0) trustees contribute to this and all other related organizations, not necessarily equally but in the proportion necessary, for which they receive no compensation. Alan guerci, director - the total hours worked reported reflects time worked as an officer for all of the following related entities: chs services, inc. (11-3555766); rvc insurance company, inc. (20-8067039); catholic health systems of long island (11-3403968); st francis hospital (11-2050523); st francis hospital research & education corporation, inc. (11-3090867); st francis cardiovascular physicians pc (11-3613997); st francis hospital foundation (11-2916033); mercy medical center (11-1635088); wsnchs north, inc. (11-3438973); good samaritan hospital medical center (11-1888924); st. Catherine of siena medical center (06-1562701) and st. Charles hospital (11-1871039). Drew pallas, executive vice president & chief operating officer - the total hours worked reported reflects time worked as an officer for all of the following related entities: st josephs hospital (11-3438973). William armstrong, vice president & chief financial officer - the total hours worked reported reflects time worked as an officer for all of the following related entities: st josephs hospital (11-3438973); st. Francis hospital (11-2050523); st francis research & educational (11-3090867); st francis hospital foundation (11-2916033); mercy medical center (11-1635088).”

“Forgiveness of loan: $3,057,358 insurance recovery: 156,675 other: (275) total to form 990, part xi, line 9: $3,213,758”