Nazareth Physician Services Inc.

“Nazareth physician services amended its bylaws effective july 1, 2019. The amended bylaws now state that the board of directors will be the same as the board of directors of sole member.”

“The sole member of nazareth physician services is mercy physician network. See line 7 for additional information.”

“Mercy physician network is the sole member of nazareth physician services. Mercy physician network has the right to appoint all persons to the board of directors of nazareth physician services.”

“As sole member, mercy physician network must approve certain decisions of the governing body, including the strategic plan, annual capital plan, and annual operating budget. Mercy physician network must also approve significant changes such as a merger, dissolution, sale of assets in excess of certain limits, and modifications to governing documents. As the parent of the national trinity health system, certain powers are reserved to trinity health corporation. These include the authority to adopt or modify the organization's governing documents, to approve major changes such as a merger or dissolution, and to approve significant finance matters in excess of certain limits established by trinity health corporation.”

“Prior to filing, the form 990 for nazareth physician services is reviewed by senior management. Each member of the board receives a copy of the return in its final form before it is filed with the internal revenue service.”

“Nazareth physician services has adopted trinity health's governance policy no. 1, which sets forth the organization's conflict of interest policy and processes. It applies to all "interested persons" of nazareth physician services, which includes directors, principal officers, key employees, and members of committees with board-delegated powers. Interested persons are expected to discharge their duties in a manner the person reasonably believes to be in the best interests of nazareth physician services and to avoid situations involving a conflict of interest. On an annual basis, interested persons are required to complete a conflict of interest disclosure statement and to affirm their receipt of the conflict of interest policy, compliance with its requirements, and agree to notify the organization of changes impacting their annual disclosure in accordance with the policy. The annual disclosures are provided to internal legal counsel and the integrity and compliance officer, from which legal counsel prepares a report for the board chair and ceo. A summary of potential conflicts is reviewed with the board of directors of nazareth physician services (or a delegated committee of the board) on a yearly basis. Interested persons are required to make full disclosure to nazareth physician services of any financial or business interests that might result in or have the appearance of a conflict of interest. The board of directors of nazareth physician services (or a delegated committee of the board) is responsible for the review of transactions to determine whether an actual conflict of interest exists. In the event of an actual conflict, the board (or a delegated committee of the board) will either avoid the conflict or appropriately scrutinize the transaction to ensure it is in the best interests of nazareth physician services. Interested persons are required to recuse themselves from discussion and voting on matters involving a conflict of interest. The policy further addresses the proper documentation of the proceedings and potential disciplinary and corrective action for violations of the policy. The policy is available to the public upon request.”

“Question 15a and 15b are answered "no" because the compensation for certain officers and key management officials of nazareth physician services is established by trinity health, a related organization. In establishing ceo and cfo compensation, trinity health follows a process and policy that is intended to mirror the irc section 4958 guidelines for obtaining a "rebuttable presumption of reasonableness" with regard to compensation and benefits. As part of that process, the compensation and benefits of the ceo and cfo of nazareth physician services are reviewed at least annually by the trinity health board or the trinity health human resources and compensation committee (hrcc) of the board, authorized to act on behalf of the board with respect to certain compensation matters. As part of its review process, the hrcc retains an independent firm experienced in compensation and benefit matters for not-for-profit health care organizations to advise it in the determinations it makes on the reasonableness of proposed compensation and benefits arrangements. For other executives who are not part of the rebuttable presumption process, trinity health uses a market analysis to determine the appropriateness of the executive's compensation.”

“Nazareth physician services is a subsidiary organization in the trinity health system. Trinity health makes certain of its key documents available to the public on its website, www.trinity-health.org, in the "about us" section. In this section, the consolidated audited financial statements are publicly available. Nazareth physician services' governing documents and conflict of interest policy are available upon request.”

“Form 990 is being amended to properly include form 8594”

“Contract labor: program service expenses 1,229,802. Management and general expenses 0. Fundraising expenses 0. Total expenses 1,229,802. Miscellaneous purchased services: program service expenses 670,298. Management and general expenses 16,188. Fundraising expenses 0. Total expenses 686,486. Medical specialist fees: program service expenses 1,619,980. Management and general expenses 0. Fundraising expenses 0. Total expenses 1,619,980. Medical services: program service expenses 31,112. Management and general expenses 0. Fundraising expenses 0. Total expenses 31,112. Recruiting services: program service expenses 68,400. Management and general expenses 0. Fundraising expenses 0. Total expenses 68,400.”

“Nazareth physician services' financial statements were included in the fy20 consolidated financial statements of trinity health, which were audited by an independent public accounting firm.”