Catholic Health Care System

“Providence health services (providence) is the sponsor (the sponsor) of catholic health care system (chcs) and the chcs entities and is the sole corporate member of chcs (member).”

“The sole "member" has the right to appoint and remove with or without cause the members of the board of trustees of chcs and the chairman of the board of trustees of chcs; provided that providence may consider candidates nominated by the board of trustees of chcs.”

“Reserved powers of providence: a.providence shall have sole authority with respect to the following matters: (i)amendment to the certificate of incorporation of chcs; (ii)amendment to the bylaws of chcs; and (iii)a change in the mission of chcs; (iv)appointment and removal with or without cause of the members of the board of trustees of chcs and the chairman of the board of trustees of chcs; provided that providence may consider candidates nominated by the board of trustees of chcs. B.providence shall have sole authority over the following matters but may consider the recommendations of the chcs board of trustees in respect thereof: (i)any chcs real property transaction or capital projects involving the sale, pledge, transfer or other encumbrance of real property or other fixed assets of chcs equal to or above a value of $400,000; (v)any lease of real property for a period equal to or greater than nine (9) years; (vi)any debt incurrence by chcs in an amount equal to or greater than $400,000 secured by the property, revenues, or other assets of chcs or a chcs institution, and any unsecured debt incurrence by any one of or group of the chcs entities, in an amount greater than $3,000,000; (vii)the establishment of a new related entity by chcs; (viii)any disposition of artifacts of significant historical or artistic value; (ix)approval of any merger, consolidation, purchase or joint operating agreement involving the corporation; and (x)approval of any plan of dissolution or liquidation of the corporation.”

“Catholic health care system d/b/a archcare has its form 990 prepared by an outside accounting firm and has established the following review process to ensure that the information reported is complete and accurate. When the form 990 has been prepared, reviewed by management and is ready to be filed with the internal revenue service, it is electronically sent to the board members of the organization for any comments. Any comments are then grouped, summarized and provided to the outside accountants. Each issue is documented and addressed until the return is finalized and approved for filing.”

“The policy on conflicts of interest is designed to provide guidance to all members of the board, the officers of the organization, and to all persons employed by the organization. A board member or officer shall disclose any conflict of interest of which he or she has knowledge: (a) prior to voting on or otherwise discharging his or her duties with respect to any matter involving the conflict which comes before the board or any committee of the board; (b) prior to entering into any contract or transaction involving the organization; (c) as soon as possible after the board member or officer shall learn of a conflict of interest in any other context. Disclosure of the material facts surrounding the board member or officer's conflict of interest shall be made to the secretary of the board of managers or, in the case of a committee, to the chairperson of that committee (who shall notify the secretary). The secretary or committee chairperson shall inform the other members of the board or committees prior to any action thereon. Failure to disclose adequately a potential or actual conflict of interest shall constitute cause for removal from the board. Following receipt of information concerning a contract or transaction involving a potential conflict of interest, the board shall consider the material facts concerning the proposed contract or transaction, including the process by which the decision was made to recommend entering into the arrangement on the terms proposed. (a) an interested person may make a presentation at the board or committee meeting, but after such presentation, he or she shall leave the meeting during the discussion of, and vote on, the transaction or arrangement that results in the conflict of interest. An interested board member may not be counted in determining the presence of a quorum at a meeting of the board or committee at which discussion or a vote on the transaction or arrangement takes place. (b) an interested board member or officer shall not use personal influence with regard to the board's determination that a conflict exists or the board's vote on the matter. (c) if appropriate, the chairperson shall appoint a disinterested person or a committee of the board to conduct an assessment of fair market value for a particular transaction, or to investigate alternatives to the proposed transaction or arrangement. (d) the board shall approve only those contracts or transactions in which the terms are fair and reasonable to the organization and the arrangements are consistent with the best interests of the organization. The minutes of the board and of all committees with board delegated powers shall contain the following with regard to consideration of any matter involving a conflict of interest: (a) the names of the persons who disclosed or otherwise were found to have a financial or other interest in connection with an actual or possible conflict of interest, the nature of the conflict of interest, any action taken to determine whether a conflict of interest was present, and the board's or committee's decision as to whether a conflict of interest in fact existed; (b) the names of the persons who were present for discussion and votes relating to the transaction or arrangement, a summary of the content of the discussion, including consideration of alternatives to the proposed transaction or arrangement and the nature of and source of any data relied upon in making an assessment of fair market value, and a record of any votes taken in connection therewith; and (c) in any case when the board approves an arrangement or transaction involving a conflict of interest, the minutes of the meeting shall set forth the basis for the board's decision. An employee of the organization with a potential conflict of interest in a particular matter shall promptly and fully disclose the potential conflict to his or her supervisor. The employee shall thereafter refrain from participating in any decisions relating to the matter a”

“The corporation undertakes a rigorous process to ensure that its executive compensation is reasonable and competitive. Toward that end, the board of trustees has a compensation committee of independent persons that have no personal interest in any proposed compensation arrangement. In 2008, the board engaged an independent compensation consultant who conducted independent research and utilized a wide range of industry data to develop comparability or benchmarking data for appropriate levels of compensation for top management, officers, and key employees. In addition, the consultant created a compensation structure for all other positions (non-union). This structure is reviewed every three years. The consultant reviews executive compensation annually and reviews these results with the compensation committee. The consultant projected the data for the following three years for each salary level. The compensation committee, taking the consultant's recommendations under advisement, held a meeting at which contemporaneous minutes were kept and at that meeting determined to make recommendations to the board of trustees. The board of trustees then considered and approved the recommendations of the compensation committee, which approval was recorded in the minutes of the meeting of the board of trustees. In 2016, the consultant updated its review of the compensation structure of top management, officers, and key employees following the method described above. In addition, the organization updated its review of the compensation structure for all other positions (non-union).”

“The organization makes its form 990 available for public inspection as required under section 6104 of the internal revenue code. The return is posted on guidestar.org and other similar types of websites. In addition, the financial statements, conflict of interest policy, articles of incorporation, form 990, form 1023, and by-laws are also available upon written request or by calling the organization directly.”

“Consulting: program service expenses 0. Management and general expenses 798,308. Fundraising expenses 0. Total expenses 798,308. Pharmacy fees: program service expenses 0. Management and general expenses 685,383. Fundraising expenses 0. Total expenses 685,383. Human resources consultant: program service expenses 0. Management and general expenses 83,757. Fundraising expenses 0. Total expenses 83,757. Temporary help: program service expenses 0. Management and general expenses 153,151. Fundraising expenses 0. Total expenses 153,151. Marketing consultant: program service expenses 0. Management and general expenses 9,360. Fundraising expenses 0. Total expenses 9,360. Contracted medical services: program service expenses 27,883,888. Management and general expenses 0. Fundraising expenses 0. Total expenses 27,883,888. Claims processing: program service expenses 0. Management and general expenses 744,986. Fundraising expenses 0. Total expenses 744,986. Engineering: program service expenses 0. Management and general expenses 660. Fundraising expenses 0. Total expenses 660. Housekeeping: program service expenses 0. Management and general expenses 6,247. Fundraising expenses 0. Total expenses 6,247. Skilled nursing: program service expenses 0. Management and general expenses 78,061. Fundraising expenses 0. Total expenses 78,061. Medical chart reviews: program service expenses 0. Management and general expenses 198,160. Fundraising expenses 0. Total expenses 198,160. Network provider fees: program service expenses 0. Management and general expenses 263,665. Fundraising expenses 0. Total expenses 263,665. Actuarial services: program service expenses 0. Management and general expenses 402,473. Fundraising expenses 0. Total expenses 402,473.”

“Pension liability adjustment -1,763,185. Equity transfers between affiliates -5,188,729.”

“The organization has a committee that assumes responsibility for oversight of the audit of its financial statements and selection of an independent accountant. This process did not change from the prior year.”