St. Joseph Medical Group

“Classes of members or stockholders: according to the bylaws of st. Joseph medical group, the entity's sole member is bornemann health corporation, a pennsylvania nonprofit corporation.”

“Members or stockholders electing members of governing body: according to the organizations 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 organizations 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 members bylaws. 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.”

“Decisions requiring approval by members or stockholders: st.joseph medical group's (sjmg) corporate member is bornemann health corporation (bhc). Pursuant to section 5.4 of sjmg's bylaws the corporate member has the right to approve or disapprove any of the following actions: - any change in the mission or philosophy of the corporation; - any amendment to the articles of incorporation or the bylaws of the corporation; - the removal, with or without cause, of any member of the board of directors of the corporation; - the incurrence of debt, including without limitation, borrowings, guarantees, loans, encumbrances, operating leases, and capital leases, in excess of thresholds and within the limits established from time to time by the corporate member; - any joint venture to which the corporation is a party; - the creation of a new corporation, partnership or limited liability company of the corporation; - any merger, consolidation, reorganization, dissolution or liquidation of the corporation; - sale, lease or other disposition of any real or personal property of the corporation with a value in excess of certain dollar limits to be set from time to time by the corporate member, but only where such sale, lease or other disposition has not otherwise been previously approved by the corporate member in the corporation's budgeting process or otherwise; - sale, release, dissolution, transfer, exchange or other disposition of any organization (or of all or substantially all of the assets of such organization) controlled by the corporation; - the adoption of long range and strategic plans; - the adoption of operating and capital budgets and amendments thereto; and - any variations from previously approved operating and/or capital budgets, in excess of thresholds established by the corporate member; - expenditures for (i) non-budgeted items in excess of certain dollar limits set from time to time by the member, and (ii) items which are included in the corporation's annual budgets but which exceed the budgeted amount by an amount in excess of certain dollar limits set from time to time by the corporate member. In addition to the rights reserved to the corporate member, the corporate member shall have the power to transfer assets of the corporation or to require the corporation to transfer assets to the corporate member to the extent necessary to accomplish the corporate member's goals and objectives, and to provide for the payment of all indebtedness of the corporate member or an entity controlled by, controlling, or under common control with the corporate member, issued or incurred by or on behalf of the corporate member or a corporate member affiliate in furtherance of the corporate member's goal and objectives.”

“Review of form 990 by governing body: once the return is prepared, the return is reviewed by the director of finance and chief financial officer. The chief financial officer provides a copy of the return to the st. Joseph medical group's board either at a board meeting or electronically. Subsequent to providing a copy 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.”

“Conflict of interest policy: the board of directors and organization leaders annually disclose any potential or actual conflicts of interest. The compliance officer reviews each of the disclosure statements and prepares a report detailing any identified conflicts. The conflict disclosure review is presented to the board affairs committee. All employees and board members receive education on conflicts of interest, with board meetings and physician transaction review meetings starting with a request to declare potential conflicts with agenda items. Any potential issues are reviewed and individuals with a material conflict are permitted to participate in discussions but do not participate in the vote on any action item. Department leaders disclose any potential employee conflicts to the ceo with the ceo determining the course of action for any potentially significant conflicts.”

“Process used to establish compensation of top management official: the organizations ceos 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 chis 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.”

“Process used to establish compensation of other officers/key employees all compensation paid to officers, directors, and key employees is reviewed and approved in the contract approval process. This process includes a review of comparability information. All compensation decisions are documented in the employees file as well as in their employment contract.”

“Required documents available to the public: the organization's conflict of interest policy and governing documents are available to the public upon request. The organization's financial statements are included in catholic health initiatives' consolidated audited financial statements that are available at www.catholichealthinitiatives.org or at www.dacbond.org.”

“Mission statement: the mission of the corporation is to nurture the healing ministry of the church, supported by education and research. Fidelity to the gospel urges the corporation to emphasize human dignity and social justice as it creates healthier communities. 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.”

“Statement of program service accomplishment: st. Joseph medical group (sjmg) provides quality professional medical services to its community in conjunction with, and in support of, st. Joseph regional health network, in reading, pennsylvania, which is also a 501(c)(3) charitable, tax exempt organization. Sjmg provides these services to the citizens of its community without regard to race, creed, sex, national origin, handicap or age. It is recognized that not all individuals possess the ability to pay for essential medical services and medical education. Therefore, in keeping with the commitment of sjmg and st. Joseph regional health network to serve all members of the community, free care and/or subsidized care, care provided to persons covered by government programs at below cost, and health activities and programs to support the community will be considered where the need and individual's inability to pay coexist. Sjmg provides the following professional medical services to its community through its duly-licensed physicians, employees and contractors: family medicine, ob/gyn, general surgical services, neurology, neurosurgery, vascular services, orthopedics, and continuing community and medical education services.”