Villa Mary Immaculate

“The sole member of villa mary immaculate is st. Peter's hospital. See line 7 for additional information.”

“St. Peter's health partners is related to villa mary immaculate through a direct chain of sole memberships. St. Peter's health partners has the right to appoint all persons to the board of directors of villa mary immaculate.”

“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. As the parent of the national trinity health system, certain powers are reserved to trinity health corporation. These include the authority to adopt or modify the organization's governing documents, to approve major changes such as a merger or dissolution, and to approve significant finance matters in excess of certain limits established by trinity health corporation.”

“Prior to filing, the form 990 for villa mary immaculate is reviewed by management. Each member of the board receives a copy of the return in its final form before it is filed with the internal revenue service.”

“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 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.”

“Question 15a is answered "no" because the compensation for villa mary immaculate's system ceo is established by trinity health, a related organization. In establishing villa mary immaculate'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 villa mary immaculate 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. Question 15b is answered "no" because the compensation for villa mary immaculate's other officers is established and paid by st. Peter's health partners. St. Peter's health partners 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 st. Peter's health partners' compensation committee, and communicated to the other officers.”

“Villa mary immaculate 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. Villa mary immaculate's governing documents and conflict of interest policy are available upon request.”

“Catherine declercq, op, is a member of the order of adrian dominican sisters. Having taken a vow of poverty, catherine declercq, op, did not receive compensation for the services provided to trinity health, a related organization, except for insurance benefits of $7,036. Instead, a total of $376,888 was paid by trinity health directly to the order of adrian dominican sisters for catherine declercq, op's services.”

“Medical specialist fees: program service expenses 208,440. Management and general expenses 0. Fundraising expenses 0. Total expenses 208,440. Consulting services: program service expenses 45,113. Management and general expenses 3,110. Fundraising expenses 0. Total expenses 48,223. Miscellaneous purchased services: program service expenses 1,622,846. Management and general expenses 111,868. Fundraising expenses 0. Total expenses 1,734,714. Service contracts: program service expenses 91,832. Management and general expenses 6,330. Fundraising expenses 0. Total expenses 98,162.”

“Equity transfers to affiliates -158,220.”

“Villa mary immaculate's financial statements were also included in the fy18 consolidated financial statements of st. Peter's health partners and trinity health, which were both audited by an independent public accounting firm.”