St Catherine Hospital Development Foundation

“Pursuant to section 7.5 of the bylaws of st. Catherine hospital development foundation, the executive committee is composed of the board chair, the board vice chair, the president and ceo, each of whom shall serve as an ex officio voting member of the executive committee. Each individual appointed to the executive committee shall serve for a term of one year or until his or her successor is duly appointed by the board of directors. The executive committee shall consist of only directors of the corporation. Pursuant to section 7.1 of the corporation's bylaws, committees, such as the executive committee, that are granted the authority to act on behalf of the board of directors may include only directors of the corporation. Further, pursuant to section 7.5, the executive committee may exercise such powers as may be delegated to it by the board of directors.”

“The sole member of the organization is st. Catherine hospital, a kansas nonprofit corporation.”

“According to the organization's bylaws, directors shall be appointed or refused by the corporate member. The corporate member may appoint one or more individuals to the board of directors, and may at any time remove, with or without cause, any member of the board of directors. According to the organization's bylaws, directors of the corporation shall be appointed by the corporate member no later than june 30 of each year. The names and qualifications of each individual accepted by the board of directors shall be submitted to the corporate member, who shall appoint or refuse each nominee in accordance with the corporate member's bylaws. The corporate member may unilaterally appoint one or more individuals to the board of directors should the board fail to furnish the corporate member with a list of individuals qualified to serve on the board of directors of the corporation.”

“The organization's corporate member is st. Catherine hospital. Pursuant to section 4.4 of the organization's bylaws, both st. Catherine hospital and catholic health initiatives ("chi") (st. Catherine hospital's sole corporate member) have reserved powers as outlined in the chi governance matrix. Pursuant to the governance matrix, the following rights are held by the st. Catherine hospital's board: *approve members of the foundation board *amendment of the corporate documents of the foundation *approve removal of a member of the governing body of the foundation *adoption of long range and strategic plans for the foundation the following rights are reserved to the chi board directly or through powers delegated to the chi chief executive officer: *substantial change in the mission or philosophy of the foundation *removal of a member of the governing body of the foundation *approval of issuance of debt by the foundation *approval of participation of the foundation in a joint venture *approval of formation of a new corporation by the foundation *approval of a merger involving the foundation *approval of the sale of all or substantially all of the assets of the foundation *to require the transfer of assets by the foundation to chi to accomplish chi's goals and objectives, and to satisfy chi debts. Pursuant to section 4.5.2 of the organization's bylaws, st. Catherine hospital or chi may, in exercise of their approval powers, grant or withhold approval in whole or in part, or may, in its complete discretion, after consultation with the board and its president and the chief executive officer of the organization, recommend such other or different actions as it deems appropriate.”

“Once the return is prepared, the return is reviewed by the chief financial officer of st. Catherine hospital, the organization's sole corporate member. The chief financial officer provides a copy of the return to the foundation's board either at a board meeting or electronically. Subsequent to providing a copy to the board, the tax department files the return with the appropriate federal and state agencies, making any non-substantive changes necessary to effect e-filing. Any such changes are not re-submitted to the board.”

“The board routinely reviews the conflict of interest policy and board members, officers, and key employees complete annual questionnaires regarding conflicts of interest. If a potential conflict arises, the ceo and board chairperson would review the facts and circumstances of the matter and involve the corporate responsibility office and chi legal counsel to advise on the matter as neccessary. Board members with conflicts abstain from voting and participating in discussions with respect to the conflict.”

“The organization's ceo's compensation is paid by catholic health initiatives (chi), a related organization. Chi has a defined compensation philosophy. Both the executive and non-executive compensation structures and ranges are reviewed annually in comparison to market data. Chi uses the hay group as the independent third party to assess executive compensation programs and to ensure the reasonableness of actual salaries and total compensation packages. Compensation of the senior most executives is reviewed annually. The hay group reviews both cash and total compensation for overall reasonableness, for adherence to chi's compensation philosophy, and for comparability to the not-for-profit healthcare market. This independent review is delivered by hay group to the hr committee of the chi board of stewardship trustees annually at their september meeting and minutes are shared with the full board at the december meeting. The last review was september 18, 2014. In addition, in december 2009, hay group completed a comprehensive review of all positions at the level of vice president and above to determine and validate appropriate compensation levels. These levels have been reviewed annually since and revised based on market data, where applicable. .”

“During the tax year ended 6/30/14, no officers, directors or trustees received compensation from the organization. Any executive compensation paid to officers, directors or trustees by related organizations was set by the related organization's compensation committee utilizing both an independent consultant and comparability studies to determine compensation. Therefore, these questions are more appropriately answered as n/a.”

“The organization's financial statements are included in catholic health initiatives' consolidated audited financial statements that are available at www.catholichealthinit.org or at www.dacbond.com. The organization's governing documents are available to the public upon request. The conflict of interest policy is not publicly available.”

“The mission of the corporation is to nurture the healing ministry of the church, supported by education and research. Fidelity to the gospel urges the corporation to emphasize human dignity and social justice as it creates healthier communities. The corporation, sponsored by a lay-religious partnership, calls other catholic sponsors and systems to unite to ensure the future of catholic health care. To fulfill this mission, the corporation, as a values-based organization, will assure the integrity of the ministry in both current and developing organizations and activities; research and develop new ministries that integrate health, education, pastoral, and social services; promote leadership development and formation for ministry throughout the entire organization; advocate for systemic changes with specific concern for persons who are poor, alienated, and underserved; and steward resources by general oversight of the entire organization.”

“Mission, vision, and tax-exempt purpose st. Catherine hospital development foundation was incorporated as a 501(c)(3), tax-exempt, charitable foundation in 2003 to serve as the official gift-receiving and gift-administration agency for st. Catherine hospital. The mission of the corporation and of catholic health initiatives is to nurture the healing ministry of the roman catholic church by bringing it new life, energy, and viability in the twenty-first century. To fulfill the mission, the corporation and catholic health initiatives, as value-based organizations and in partnership with laity and others, will assure the integrity of the ministry in both current and developing organizations and activities; research and develop new ministries that integrate health, education, pastoral, and social services; promote leadership development throughout the entire organization; advocate for systemic changes with specific concern for persons who are poor, alienated, and underserved; and steward resources by general oversight of the entire organization. Qualitative description of community benefit the foundation's 13-member board of trustees raise funds through special events, annual giving, major gifts, planned giving, corporate/foundation grants and capital campaigns to help fund health care projects and programs supported by st. Catherine hospital. St. Catherine hospital development foundation disburses funds back into the community through its support of st. Catherine hospital. Over the past several years, the foundation has sponsored annual gala fundraisers to support major capital projects including the completion of a master facility project and the introduction of a cardiology service line.”