Chi Kentucky Inc.

“The organization's sole corporate member is catholic health initiatives (chi), a colorado nonprofit corporation.”

“The organization's sole corporate member has the power to appoint, replace or remove the members of the board of directors.”

“The organization's corporate member is catholic health initiatives (chi). Pursuant to section 5.4.1 of the organization's bylaws, the corporate member shall have the specific rights set forth in the governance matrix. Pursuant to the governance matrix 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 chi kentucky; - amendment of the corporate documents of chi kentucky; - approve members of the chi kentucky board; - removal of a member of the governing body of chi kentucky; - approval of issuance of debt by chi kentucky; - approval of participation of chi kentucky in a joint venture; - approval of formation of a new corporation by chi kentucky; - approval of a merger involving chi kentucky; - approval of the sale of all or substantially all of the assets of chi kentucky; - to require the transfer of assets by chi kentucky to chi to accomplish chi's goals and objectives, and to satisfy chi debts; and - adoption of long range and strategic plans for chi kentucky. Pursuant to section 5.52 of the organization's bylaws, chi may, in exercise of its approval powers, grant or withhold approval in whole or in part, or may, in its complete discretion, after consultation with the board and the president and chief executive officer of the organization, recommend such other or different actions as it deems appropriate.”

“The chi kentucky treasurer is provided a copy of the form 990, as prepared by the chi tax department, for review and signature. A copy is then distributed to each member of the board of directors. Subsequent to being provided 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 organization has adopted catholic health initiatives' (chi) conflict of interest policy. The following chi conflict of interest policy applies to the chi kentucky officers and board members who are also members of the board of stewardship trustees, officers, and employees of chi. All chi officers, trustees and employees are covered by a conflict of interest policy. The board of stewardship trustees conflict of interest policy provides that all members of the board of stewardship trustees and officers are required to promptly and fully disclose to the board chair situations that may create a conflict of interest when he or she becomes aware of the situation. In addition, all members of the board of stewardship trustees, including officers of the board, are required to annually disclose any conflicts of interest via completion of a conflict of interest form which is reviewed by the organization's senior vice president legal services and general counsel. Any potential conflict(s) of interest may result in investigation of conflict(s) as deemed appropriate; documentation of conclusions with respect to existence of a conflict (including relevant facts and circumstances); and reporting to the executive committee concerning the review, evaluation and conflict determination. To the extent that the board chair and any other trustee disagree as to whether a circumstance gives rise to a conflict, the board's executive committee makes the final determination as to the existence of a conflict. The potentially conflicted board member is excluded from voting as to the existence of a conflict, and is excused from the room while voting, concerning the matter, is conducted. In any circumstance where a board member has been identified as having a conflict of interest with respect to a particular transaction, that board member is also excluded from voting with respect to that transaction. The conflict of interest policy with respect to chi employees requires that employees at the level of director and above must certify upon hiring that they have no conflict of interest. Further, these individuals are required to disclose to their supervisors any conflicts that arise during the year. Finally, these individuals must, in conjunction with the performance evaluation process, annually certify that no conflicts exist.”

“The organization has a document retention and destruction policy; however the policy had not been formally adopted by the governing board as of the end of the tax year.”

“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 6/30/2014, 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 governing documents are available from the kentucky secretary of state. The organization's conflict of interest policy is not available to the public. 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.org.”