Villa Mary Immaculate

“Changes were made to grant Trinity Health Corporation certain reserve powers and incorporate Trinity Health System's mission statement.”

“St. Peter's Hospital is the sole member.”

“St. Peter's Health Partners ("SPHP") has the power to elect the members of the governing body.”

“St. Peter's Health Partners has significant reserve powers; Trinity Health Corporation and St. Peter's Health Care Services have limited reserved powers to approve certain decisions of the governing body.”

“A copy of the final version of Form 990 is posted to the board portal for their review prior to filing. The members of the board are notified via email of the posting. The executive committee, acting on behalf of the board, will review the Form 990.”

“Villa Mary Immaculate 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 Villa Mary Immaculate, 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 Villa Mary Immaculate, Inc. 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 Villa Mary Immaculate (or a delegated committee of the Board) on a yearly basis. Interested persons are required to make full disclosure to Villa Mary Immaculate of any financial or business interests that might result in, or have the appearance of, a conflict of interest. The Board of Directors of Villa Mary Immaculate (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 Villa Mary Immaculate. 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.”

“The organization relies on Trinity Health Corporation to determine compensation for the CEO of the organization. The Trinity Health Corporation board has an independent committee review and approve all elements of remuneration. The board/committee has an established compensation philosophy which details the objectives of market positioning and pay elements. The committee engages with external consultants to provide market data comparing the organization's CEO role to the CEO role of similarly sized health systems utilizing both title and job content comparisons. The committee reviews the market analysis, approves any salary adjustments, considers both reasonableness and effectiveness of the remunerative program and establishes the detailed performance expectations which are incorporated into the incentive plan. All of these discussions and decisions are documented through the provision of meeting minutes. The compensation of other officers and key employees of the organization are 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.”

“Organizational Articles of Incorporation, Corporate By-laws, governance policies believed to be of interest to the public, conflict-of-interest policy and IRS Form 990 are available upon request.”

“Loss on Extinguishment of Debt -45,807. Transfers from (to) Affiliates 47,006.”

“Disclosure Statement Related to Form 5471 Filed by Saint Michael's Medical Center and Trinity Health - Michigan Under the constructive ownership rules of Internal Revenue Code Sections 318(a) and 958(b), the organization is required to file Form 5471, Information Return of U.S. Persons With Respect to Certain Foreign Corporations, as a Category 4 and/or Category 5 filer with respect to Chestnut Risk Services, LTD and Venzke Insurance Company, LTD (collectively, the "foreign corporations"). This filing requirement is, or will be, satisfied through the filing of Forms 5471 with respect to the foreign corporations on the organization's behalf by the U.S. organizations identified below. Foreign Corporation: Chestnut Risk Services, LTD U.S. Organization: Saint Michael's Medical Center Address: 111 Central Avenue, Newark, New Jersey 07102 Identifying Number of U.S. Tax Return with Which Form 5471 was filed: 26-2616046 IRS Service Center Where U.S. Return Was Filed: Ogden, UT Foreign Corporation: Venzke Insurance Company, LTD U.S. Organization: Trinity Health - Michigan Address: 20555 Victor Parkway, Livonia, MI 48152 Identifying Number of U.S. Tax Return with which Form 5471 was filed: 38-2113393 IRS Service Center Where U.S. Return Was Filed: Ogden, UT”