Mercy Health Foundation

“The filing organization has a sole corporate member, mercy health.”

“The sole corporate member has the authority to: -to appoint or remove, with or without cause, any member of the board of directors of the corporation; and, -to appoint or remove, with or without cause, the president of the corporation or any organization controlled by the corporation.”

“The following governance decisions are reserved to the sole corporate member: -to approve and establish the mission and philosophy according to which the corporation and all organizations controlled by the corporation shall operate; -to adopt or amend the articles of incorporation and bylaws of the corporation in accordance with articles ix and x of these bylaws and to amend the organizational documents of any organization controlled by the corporation; -to approve or amend the overall strategic, long range, business plans, goals, and objectives of the corporation or any organization controlled by the corporation; -to approve or amend the consolidated operating and capital budgets for the corporation or any organization controlled by the corporation and changes in budgets in excess of an amount established from time to time by mercy; -to authorize and approve the lease or sale of any of the assets of the corporation or any organization controlled by the corporation in excess of any amount established from time to time by mercy; -to encumber any or all of the assets of the corporation or any organization controlled by the corporation; -to authorize and approve the incurrence of debt by the corporation or any organization controlled by the corporation (other than debt incurred for the acquisition of goods in the ordinary course of business) and to grant any security interests, place any encumbrances, enter into any covenants, and execute any documents and take any actions necessary or appropriate in connection with the incurrence of such debt; and, -to merge, dissolve, or abandon the corporation or any organization controlled by the corporation, subject to approval by the board as required pursuant to the missouri nonprofit corporation act.”

“The bylaws provide the option of having an executive committee. However, for the tax year ending 6/30/24, there were no committees operating on behalf of the governing body.”

“Dscr the process used by management &/or governing body to review 990 the form 990 is prepared by mercy health's tax department, using information provided by the filing organization. A draft form 990 is reviewed by the filing organization's finance team. The draft form 990 is also reviewed by mercy health's tax department, to ensure accuracy and consistency with other related organizations' forms 990. After questions arising from the various reviews are addressed and incorporated into the form 990, a revised draft is provided to the filing organization's leadership team, including the cfo and ceo, for review. Once reviewed and approved by the filing organization's leadership team, the form 990 is then signed and filed with the irs.”

“Officers, directors, key employees and other disqualified persons are required to complete a conflict of interest questionnaire annually and did so in the normal course for the year ended june 30, 2024. This process is administered at the mercy health level by mercy's corporate compliance department. The conflicts and their respective resolutions are shared at the mercy level with a team including mercy's senior vice president of financial operations & planning, chief compliance officer and other members of finance, legal and hr. The questionnaires are then reviewed with leadership at the local level and potential conflicts discussed and resolved. Summary results are reviewed with mercy's stewardship committee of the board of directors.”

“Process to establish compensation of top management officials, other officers and key employees for the top management officials, those classified as officers (and thus disqualified persons) and key employees, the organization relies upon mercy health, which uses the following to establish the compensation: external market salary surveys, external market salary studies, and engagement of an independent compensation consultant. For certain executives and physicians the compensation is reviewed/approved by the compensation committee of the board of mercy health. For all other caregivers compensation is reviewed/approved by the total rewards oversight committee. Compensation reviews are completed on an annual basis and review was completed during the reporting year.”

“Governing documents, conflict of interest policy, and financial statements are made available upon request but are not published publicly.”

“Former employee compensation is reported for the calendar year ending within the organization's fiscal year while average hours are based on the fiscal year period from july 1, 2023 through june 30, 2024.”

“Form 1099/1096 filing vendors for the filing organization are paid by mercy health (ein 43-1423050). As such, all required form 1099 and form 1096 reporting is made for the entire mercy health system (with limited exceptions) under the mercy health ein.”

“W-3 filing most employees are paid by a related organization under a common paymaster arrangement. As such, required payroll filing (including w-2 and w-3's) is reported under the related organization, mhm support services, ein 20-2553101.”

“Audit of financial statements the filing organization's financial statements were included in mercy health and subsidiaries annual financial statement audit. Mercy health and subsidiaries received an unqualified opinion from the external auditors for fiscal 2024 (the tax year currently being reported). However, no separate audit opinion was issued on the financial statements of the filing organization. The ultimate responsibility for oversight of the financial statement audit and selection of the external auditor lies with the stewardship committee of the mercy health board of directors. Audit results are communicated to this committee.”

“Single audit act and 2 cfr 200 audit mercy health undergoes a consolidated 2 cfr 200 audit every year and this audit was completed for the fiscal year ending june 30, 2024 by december 13, 2024. Each entity that receives federal funds during the year is included on the schedule of expenditures of federal awards (sefa) and is also included in the population included in the audit. If the filing entity received federal funds during the year ended june 30, 2024, it will be included on the mercy health consolidated sefa, and therefore, also included in the population included in the audit.”