St Catherine Hospital Development Foundation

“Compensation amounts for the chief executive officer and chief financial officer, which are paid by centura, are shown on part vii due to their officer responsibilities for the filing organization, but only a small portion of their time is related to the foundation. Outside consultants are engaged to provide recommendations to centura's compensation committee regarding the compensation of facility ceo's and centura executives, such as the cfo. The consultant's recommendations are then presented to and approved by the compensation committee. Centura's human resources department performs an annual analysis of the market to determine compensation ranges for the remainder of centura executives which are reviewed and approved by centura's senior leadership.”

“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.”

“A draft of the form 990 is reviewed by management and made available to the top financial official for consideration and review prior to filing with the irs. A copy will be emailed to the board members prior to filing. Our tax adviser then files the form 990 with the irs, making any required and substantive changes necessary to affect e-filing.”

“1.1 consistent with centura integrity standards, it is policy that each board of trustee member, corporate officer, and key employee act at all times in a manner that is consistent with centura's mission and values based service to the community and exercise care that he or she does not have any personal interest which might conflict with or appear to conflict with the interest of centura or which might influence their judgment or actions in performing their duties. 1.1.1 in connection with an actual or possible transaction or arrangement involving centura, any board member, corporate officer, or key employee who has a direct or indirect financial interest must disclose and be given the opportunity to share all material facts with the board considering the proposed transaction or arrangement. 1.1.2 board members, corporate officers, and key employees are alsorequired to disclose any possible conflicts on an annual basis through the conflict of interest questionnaire. 2. Procedure for disclosing and reviewing transaction or arrangement conflict of interests: 2.1 board members, corporate officers, and key employees that have a financial interest in any actual or possible transaction involving centura are required to disclose the financial interest. 2.1.1 in order to determine if a conflict of interest exists, the individual who is considered to have a financial interest may make a presentation at the board or board committee meeting. After such presentation, the individual shall leave the meeting for discussion and a vote on the issue. 2.1.2 after exercising due dillegence, the board or board committee shall determine whether centura can obtain a more advantageous transaction with reasonable efforts from another person or entity. If a more advantageous transaction is not reasonably attainable, the board or board committee shall determine by a majority vote of the disinterested members whether the transaction is in centura's best interest and is fair. 3. Procedure for disclosing and reviewing other conflict of interests: 3.1 board members, corporate officers, and key employees shall also disclose in advance to centura leaders any non-transactional actions or relationships that have the potential to create a conflict of interest. 3.1.1 the board or board committee shall carefully review and scrutinize any conflict of interest. By a majority vote of the disinterested members, the board shall take whatever action is deemed appropriate with respect to the board member, corporate officer, or key employee under the circumstances, including possible corrective action, in order to best protect the interests of centura. 3.1.2 on an annual basis, board members, corporate officers, and key employees will also be sent an email requesting they complete the board member and corporate officer conflict of interest questionnaire by the specified due date in the email. 3.1.3 the corporate responsibility department shall notify the chairperson of the board of any potential conflicts and the chairperson, or designee, shall perform further investigation as he or she deems appropriate. 4. Record of proceedings: 4.1 the minutes of the board and board committee shall contain: 4.1.1 the names of persons who disclosed or otherwise were found to have a financial interest and the nature of the financial interest. 4.1.2 the names of persons who were present for discussions and votes relating to any financial interest, the content of the discussion, including any alternatives, and a record of the board or board committee decision. 5. Violations of the conflicts of interest policy: 5.1 if the board or board committee has reasonable cause to believe that an individual has failed to disclose either an actual or potential conflict of interest, or all material facts surrounding an actual or possible conflict, the individual will be given a chance to explain. 5.1.1 after hearing the response, the board will conduct such additional investigation as appropriate. If t”

“The organization's financial statements, conflict of interest policy and governing documents are available to the public upon request. The organization's financial statements are included in Catholic Health Initiatives' consolidated audited financial statements that are available at www.catholichealthinitiatives.org.”

“Certain board members and officers are compensated by centura health corporation, an unrelated tax -exempt organization, who manages the daily activities of the foundation and its supported organization, st. Catherine hospital, under a joint operating agreement between the adventist healthcare system and catholic health initiatives. Compensation amounts for the chief executive officer and chief financial officer, which are paid by centura, are shown on part vii due to their officer responsibilities for the filing organization, but only a small portion of their time is related to the foundation. In addition, centura employees may be appointed to the organization's board of directors. While they are board members or board officers of the organization, a very small portion of their time is directly related to the operations of the organization and no compensation is paid to these individuals for their services rendered as board members or board officers. Their respective compensation is not reported on the filing organization's 990 but in fact is reported in full on part vii and schedule j of centura health corporation's form 990 (to the extent they meet the part vii and schedule j reporting requirements.)”

“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 12-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.”

“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.”