Seton Health System Inc

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

“St. Peter's health partners is the sole member of st. Mary's hospital. St. Peter's health partners has the right to appoint all persons to the board of directors of st. Mary's 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. 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 st. Mary's hospital is reviewed by senior management. In addition, certain key sections of the form are reviewed by the board of directors after the return is filed. Each member of the board receives a copy of the return in its final form before it is filed with the internal revenue service.”

“St. Mary's 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 st. Mary's 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 st. Mary's 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 st. Mary's hospital (or a delegated committee of the board) on a yearly basis. Interested persons are required to make full disclosure to st. Mary's 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 st. Mary's 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 st. Mary's 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 the system ceo of st. Mary's hospital is established by trinity health, a related organization. In establishing 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 st. Mary's 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 health care 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, st. Mary's 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.”

“St. Mary's 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, st. Mary's hospital includes a copy of its most recently filed schedule h on both its own website and trinity health's website. St. Mary's hospital'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 she 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.”

“Beginning july 1, 2017, st. Mary's hospital no longer offered inpatient acute care medical services. These patients and services were transitioned to samaritan hospital, a related organization. All other services remained at the hospital, including the fully operational emergency department, until december of 2017. In december of 2017, the fully operational emergency department was converted to an urgent care center and all of the higher level emergency department services were transitioned to samaritan hospital. All other services previously offered at st. Mary's hospital continue to be offered to the community.”

“Medical specialist fees: program service expenses 862,386. Management and general expenses 0. Fundraising expenses 0. Total expenses 862,386. Contract labor: program service expenses 261,526. Management and general expenses 15,046. Fundraising expenses 0. Total expenses 276,572. Billing and collection services: program service expenses 1,011,819. Management and general expenses 58,212. Fundraising expenses 0. Total expenses 1,070,031. Miscellaneous purchased services: program service expenses 16,682,610. Management and general expenses 959,778. Fundraising expenses 0. Total expenses 17,642,388. Recruiting services: program service expenses 25,531. Management and general expenses 1,469. Fundraising expenses 0. Total expenses 27,000. Medical services: program service expenses 15,000. Management and general expenses 0. Fundraising expenses 0. Total expenses 15,000. Consulting services: program service expenses 33,096. Management and general expenses 1,904. Fundraising expenses 0. Total expenses 35,000.”

“Equity transfers to affiliates -3,265,630. Asset impairment -3,437,510. Other transactions -320,383.”

“St. Mary's hospital's financial statements were 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.”