Mercy Health Foundation

“Classes of members or stockholders the filing organization has a sole corporate member, mercy health. The following corporate powers and responsibilities are reserved solely for 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 appoint or remove, with or without cause, any member of the board of directors of the corporation; -to appoint or remove, with or without cause, the president of the corporation or 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.”

“Description of practice re: documentation of mtgs & action of committees the bylaws provide the board with the option of creating committees, including an executive committee, a nominating committee, and additional committees. However, for the tax year ending 6/30/18, there were no committees operating on behalf of the governing body.”

“Dscr of process used by management &/or governing body to review 990 the form 990 is prepared by an independent accounting firm using information provided by the filing organization. A draft form 990 is reviewed by the finance department of mercy health to ensure accuracy and consistency with other related organizations' forms 990. After questions arising from the reviews are addressed and incorporated into the form 990, a revised draft is provided to the finance department of mercy health for review. The form 990 is then signed and filed with the irs.”

“Description of process to monitor transactions for conflicts of interest 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, 2018. This process is administered at the mercy health level by mercy's corporate compliance department. The questionnaires are reviewed with leadership at the local level and potential conflicts discussed and resolved. The conflicts and their respective resolutions are shared at the mercy level with a team including mercy's chief financial officer, chief compliance officer and other members of finance, legal and hr. Summary results are reviewed with mercy's stewardship committee of the board of directors. Form 990, part vi, questions 15a & 15b officers & positions for which process was used & year process was begun for those classified as officers (and thus disqualified persons), the organization relies upon mercy health, which uses the following to establish the compensation: external market salary surveys, external market salary studies, engagement of an independent compensation consultant, and review/approval of compensation by the compensation committee of the board of mercy health. For those classified as 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 review/approval of executive management. Compensation reviews are completed on an annual basis and a review was completed during the reporting year.”

“Avail of gov docs, conflict of interest policy, & fin stmt to gen public governing documents, conflict of interest policy, and financial statements are made available upon request but are not published publicly.”

“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.”

“Other changes in net assets form 990, part xi, line 9 net transfers to/from affiliates = $(95,000)”

“Audit of financial statements the filing organization's financial statements were included in the mercy health annual financial statement audit. Mercy health and subsidiaries received an unqualified opinion from the external auditors for fiscal 2018 (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.”