St. Joseph Physician Associates

“The organization's top management official'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 Korn Ferry 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 Korn Ferry 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 Korn Ferry 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 13, 2016. In addition, Korn Ferry Hay Group completed a comprehensive review of all positions at the level of vice president and above in the fall of 2014 to determine and validate appropriate compensation levels. These levels have been reviewed annually since and revised based on market data, where applicable.”

“Pursuant to Section 8.6 of the Bylaws of St. Joseph Physician Associates, the Executive Committee is composed of the board chair, the board vice chair, and the President, 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 8.1 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 8.6 of the Corporation's bylaws, the executive committee has and may exercise such powers as may be delegated to it by the board of directors. The Executive Committee also possesses the power to transact routine business of the corporation in the interim period between regularly scheduled meetings of the board of directors.”

“According to the bylaws of st. Joseph physician associates, the entity's sole member is st joseph services corporation, d/b/a st joseph health system, a texas nonprofit corporation (hereinafter referred to as "st joseph health system" or "sjhs" or the "member.")”

“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 and with endorsement of the senior vice president of operations/division executive director. 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 JOSEPH SERVICES CORPORATION, D/B/A ST JOSEPH HEALTH SYSTEM. Pursuant to Section 5.4 of the organization's bylaws, both ST JOSEPH HEALTH SYSTEM and Catholic Health Initiatives (CHI) have reserved powers as outlined in the CHI governance matrix. Pursuant to the governance matrix the following rights are held by the ST JOSEPH HEALTH SYSTEM Board: * Approve members of the St Joseph Physician Associates board * Amendment of the corporate documents of St Joseph Physician Associates * Approve removal of a member of the governing body of St Joseph Physician Associates * Adoption of long range and strategic plans for the St Joseph Physician Associates 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 St Joseph Physician Associates * Removal of a member of the governing body of St Joseph Physician Associates * Approval of issuance of debt by St Joseph Physician Associates * Approval of participation of St Joseph Physician Associates in a joint venture * Approval of formation of a new corporation by St Joseph Physician Associates * Approval of a merger involving St Joseph Physician Associates * Approval of the sale of all or substantially all of the assets of St Joseph Physician Associates * To require the transfer of assets by St Joseph Physician Associates to CHI to accomplish CHI's goals and objectives, and to satisfy CHI debts. Pursuant to Section 5.5 of the organization's bylaws, ST JOSEPH HEALTH SYSTEM 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 FORM 990 AND ACCOMPANYING SCHEDULES WERE MADE AVAILABLE TO ALL TRUSTEES EITHER ELECTRONICALLY OR BY HARD COPY, DEPENDING UPON THE TRUSTEES PREFERENCE, BEFORE THE COMPANY FINALIZED AND SENT THE DOCUMENTS TO THE IRS. THIS DRAFT WAS ALSO AVAILABLE AT THE ADMINISTRATIVE OFFICES OF THE REPORTING ENTITY FOR TRUSTEES' REVIEW BEFORE THE FINAL FORM 990 AND ACCOMPANYING SCHEDULES WERE FINALIZED AND SENT TO THE IRS. THE REVIEW WAS UNDER THE DIRECTION OF THE CFO AND/OR TAX RETURN PREPARERS, IF REQUESTED BY THE TRUSTEES. Subsequent to the return 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.”

“Catholic Health Initiatives ("CHI") has a Conflicts of Interest ("COI") policy in place to maintain the integrity of all of its activities. The policy applies to CHI Board of Stewardship Trustees and members of its committees; all board and board committee members of CHI Entities; all CHI employees; all CHI physicians (both employed and non-employed) and all physician administrators and leaders; advanced practice clinicians (both employed and non-employed); and all CHI research personnel (both employed and non-employed). Disclosure, review and management of perceived, potential or actual conflicts of interest are accomplished through a defined COI disclosure process. Each person has a general ongoing obligation to promptly and fully report to his/her direct manager, supervisor, medical staff office, board or board committee chair any situation or circumstance that may create a conflict of interest. The person must report the actual or potential conflict as soon as she/he becomes aware of it. In any situation where the person may be in doubt, a full disclosure should be made to permit an impartial and objective determination. In addition to the general ongoing obligation, there are initial disclosure obligations. The board, board committee members, and new employees are required to make disclosures at the time of their initial hiring/appointment. All non-employed, credentialed or contracted physicians are required to make disclosures at the time of their credentialing and during any subsequent reappointment or recredentialing. All researchers are required to make disclosures upon consideration of affiliation with a research sponsor. In addition to the general ongoing and initial disclosure obligations, there is an annual disclosure obligation. All corporate officers, board and board committee members, employees at the level of manager and above, researchers, supply chain employees, employed physicians, physician administrators and leaders, and employed advanced practice clinicians must complete a new conflict of interest disclosure annually. Disclosures of perceived, potential or actual conflicts involving financial interests are forwarded to the Conflicts of Interest Review Committee ("C-CIRC") or Legal Services Group for review depending on the position of the person involved. The C-CIRC reviews COI questionnaires containing disclosures of perceived or possible conflicts for employees at a level of manager or above, supply chain employees, researchers and physicians, physician administrators and leaders, and advanced practice clinicians (both employed and non-employed). In the determination of a conflict, a COI management plan will be developed for that person. With respect to those audiences for which the C-CIRC has review responsibility, the C-CIRC will facilitate development of any such conflict of interest management plan in collaboration with local CRP staff. A designated CHI Entity staff will be responsible for monitoring the COI management plan and for documenting monitoring activities. At its sole discretion, a CHI Entity may reject a Person's request to enter into the relationship in question, or require the relationship be sufficiently altered to avoid a potential COI. If the C-CIRC determines that there is a potential or actual conflict of interest that does not currently have appropriate controls to address the conflict of interest, it may recommend that the disclosing person be allowed to participate in the activity or transaction subject to restrictions as outlined in the COI management plan. If a Person does not agree with a determination made by the C-CIRC, its interpretation of the Policy or Addenda, or seeks an exemption or exception, the following steps should be followed. The Employee disputing the review decision, interpretation of the Policy, or seeking exemption or exception must present the matter to the Employee's immediate direct manager or supervisor for review and determination. If the Employee and”

“Governing documents, conflict of interest policy, & financial statements are not made available to the public.”

“The mission is to provide excellent health care to promote wellness throughout the brazos valley. Associates' primary mission is to carry out scientific research, support medical education in medical schools and post-graduate education, deliver healthcare to the public, and engage in the instruction of the general public in the area of medical science and public health.”

“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.”

“Sjpa was created to find a different way to deliver care in a fully integrated approach, one that includes physicians and hospitals. The integrated model that aligns physicians and hospitals through employment can reduce the cost of care and actually help make sure patients are getting exactly the care they need. The employed model allows physicians to focus on the clinical realm and less on the business portion of medicine. Ultimately, sjpa is about helping people find a medical home for their health care and then getting people the right care at the right time in the right place.”

“St. JOSEPH PHYSICIAN ASSOCIATES IS RECOGNIZED AS A HOSPITAL BY THE INTERNAL REVENUE SERVICE UNDER IRC SECTION 170(B)(1)(A)(III). HOWEVER,St. JOSEPH PHYSICIAN ASSOCIATES DOES NOT CURRENTLY OPERATE ANY LICENSED HOSPITAL FACILITIES; THEREFORE, NO SCHEDULE H IS REQUIRED.”