Samaritan Hospital

“At the beginning of the tax year, the sole member of samaritan hospital was northeast health. Effective december 31, 2015, northeast health merged into its parent, st. Peter's health partners. Therefore, effective december 31, 2015, st. Peter's health partners became the sole member of samaritan hospital.”

“The sole member of samaritan hospital is st. Peter's health partners. See line 7 for additional information.”

“St. Peter's health partners is the sole member of samaritan hospital. St. Peter's health partners has the right to appoint all persons to the board of directors of samaritan hospital.”

“As sole member, st. Peter's health partners must approve certain decisions of the governing body, including the strategic plan, annual capital plan, and annual operating budget. St. Peter's health partners 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 samaritan hospital is reviewed by senior management. In addition, certain key sections of the form are reviewed by the executive committee as well as the board of directors. Each member of the board receives a copy of the return in its final form before it is filed with the internal revenue service.”

“Samaritan hospital 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 samaritan hospital, 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 samaritan hospital 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 samaritan hospital (or a delegated committee of the board) on a yearly basis. Interested persons are required to make full disclosure to samaritan hospital of any financial or business interests that might result in or have the appearance of a conflict of interest. The board of directors of samaritan hospital (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 samaritan hospital. 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 samaritan hospital's system ceo is established by trinity health, a related organization. In establishing samaritan hospital's system ceo and system cfo 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 both the system ceo and system cfo of samaritan hospital 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 officers and key employees, samaritan hospital has a process for determining compensation which includes the following: compensation is reviewed by an independent compensation consultant who reviews the salaries to ensure they are within market and market competitive. This is done on an annual basis, reviewed by either the organization's or a related organization's compensation committee and communicated to the other officers and key employees.”

“Samaritan hospital 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. In addition, samaritan hospital includes a copy of its most recently filed schedule h on both its own website and trinity health's website. Samaritan hospital's governing documents and conflict of interest policy are available upon request.”

“Sr. Catherine declercq is a member of the order of adrian dominican sisters. Having taken a vow of poverty, sr. Catherine declercq did not receive compensation for the services she provided to trinity health, a related organization, except for insurance benefits of $6,573. Instead, a total of $613,798 was paid by trinity health directly to the order of adrian dominican sisters for sr. Catherine declercq's services.”

“Medical specialist fees: program service expenses 906,275. Management and general expenses 0. Fundraising expenses 0. Total expenses 906,275. Consulting services: program service expenses 74,347. Management and general expenses 6,101. Fundraising expenses 0. Total expenses 80,448. Billing and collection services: program service expenses 710,247. Management and general expenses 58,287. Fundraising expenses 0. Total expenses 768,534. Miscellaneous purchased services: program service expenses 18,120,260. Management and general expenses 1,487,050. Fundraising expenses 0. Total expenses 19,607,310. Recruiting services: program service expenses 34,194. Management and general expenses 2,806. Fundraising expenses 0. Total expenses 37,000.”

“Equity transfers to/from affiliates -7,164,460. Change in deferred retirement costs -6,989,548. Other transactions -131,830.”

“Samaritan hospital's financial statements were included in the fy16 consolidated financial statements of st. Peter's health partners and trinity health, which were both audited by an independent public accounting firm.”