St. Joseph Medical Group

“Significant changes to governing documents: the filing organization was acquired on july 1, 2015, by penn state health. As a result of the acquisition, the filing organization's governing documents were fully revised. Form 990, part vi, line 6 classes of members or stockholders: at july 1, 2015, the filing organization's sole member became penn state health, a pennsylvania nonprofit corporation.”

“Electing members of governing body: directors shall be elected by the corporate member, penn state health. The corporate member may at any time remove, with or without cause, any member of the board of directors.”

“Decisions requiring approval by members or stockholders: pursuant to the filing organization's bylaws the corporate member has reserved powers as follows: - to determine the number of and to elect and remove, with or without cause, the directors of the filing organization; - to elect and remove, with or without cause, and to determine the compensation of, the executive director of the filing organization; - to elect and remove, with or without cause, the chairperson and vice chairperson of the filing organization; - to undertake or to approve the issuance of any debt by the filing organization; - to require the transfer of assets from the filing organization to the corporate member to further the objectives of the corporate member; - to undertake or approve any transfer of assets to any entity other than the corporate member or any subsidiary or affiliate of the filing organization or the corporate member; - to establish or approve all long-range and strategic plans of the filing organization; - to establish or approve the adoption of all operating and capital budgets and amendments thereto; - to approve any expenditures for non-budgeted items in excess of certain dollar limits set by the corporate member, as well as for any items included in the filing organization's annual budgets but exceeding the budgeted amount by more than certain dollar limits set by the corporate member; - to initiate or approve any and all amendments to the articles of incorporation and bylaws of the filing organization; - to initiate or to approve all fundamental change transactions and all other transactions not in the ordinary course of business, including without limitation, all mergers, consolidations, divisions, sales of substantially all assets, and liquidation or dissolution of the filing organization; - to select and appoint auditors for, and to designate the fiscal year of, the filing organization and its subsidiaries; - to retain counsel on behalf of and settle any litigation against the filing organization; - to establish an obligated group for financing purposes; - to adopt employee benefit plans; and - to give such other approvals and take such other actions as are specifically reserved to members of pennsylvania nonprofit corporations.”

“Review of form 990 by governing body: the form 990 is prepared by an external accounting firm; it is reviewed by accounting/finance department personnel and the chief financial officer. Once the form 990 is complete, it is distributed to all members of the board before it is filed with the irs.”

“Conflict of interest policy: the filing organization regularly and consistently monitors and enforces compliance with its conflict of interest (coi) policies for officers, directors, and key employees (covered persons). Per the policy, no covered persons may engage in any transaction or arrangement or undertake positions with other organizations that involve a conflict of interest, except in compliance with the policy. Covered persons would avoid both actual conflicts and the appearance of conflicts of interest. Every covered person shall disclose all actual and potential conflicts and recuse himself or herself from voting on any transaction or arrangement in which he or she has a potential or actual conflict of interest, and shall not be present when any such vote is taken. On an annual basis, every covered person shall sign a statement that affirms that he or she has received a copy of the coi policy, has read and understands it, and has agreed to comply with it, and shall complete a questionnaire disclosing his or her actual and potential conflicts of interest on an annual basis. The filing organization defines a potential coi when a covered person or any of his or her family members (spouse, siblings, spouses of siblings, ancestors, children, grandchildren, great grandchildren, and spouses of children, grandchildren, and great grandchildren), (1) receives compensation from the filing organization or applicable subsidiary as an employee or independent contractor and the arrangement at issue is the determination of that individual's compensation; (2) has or anticipates having any financial interest, including an ownership interest, investment interest, or compensation arrangement, in or with any entity or individual that (i) sells goods or services to, or purchases services from, the filing organization or applicable subsidiary; or (ii) has any other transaction or arrangement with the filing organization or applicable subsidiary; or (3) serves or anticipates serving as a director, trustee or officer of any entity that either: (i) sells goods or services to, or purchases services from the filing organization or applicable subsidiary; or (ii) has any other transaction or arrangement with the filing organization or applicable subsidiary; or (4) has any other relationship that could lead to use of information relating to the business of the filing organization or applicable subsidiary for personal profit or advantage. All disclosures involving a transaction or arrangement being considered at a meeting of the board of directors or committee shall be made to all members present at such meeting. All other disclosures shall be made to the chair (who shall disclosure his or her conflict to the executive committee and/or president/ceo). The chair and other applicable persons shall disclose to the board of directors all potential conflicts of interest reported to them under the policy. The board will evaluate the disclosures and the material facts relating to the transaction or arrangement to determine whether they involve actual conflicts of interest and may attempt to develop alternatives to remove the conflict from the transaction or arrangement. A covered person who has an actual or potential conflict of interest shall not be present for or shall leave any portion of a meeting at which the board of directors or a committee is voting to determine whether a conflict exists, but may be present prior to the vote to make presentation to the board or committee to disclose additional facts, or to respond to questions. The minutes of the board of directors or any committee of the board for any meetings shall contain the names of the persons who disclosed a conflict of interest or otherwise were found to have a conflict of interest; the nature of the conflict of interest; any action taken to determine whether a conflict of interest was present; the board's or committee's decision as to whether a conflict of interest in fact existed; the na”

“Process used to establish compensation of ceo 1/1/2015 - 6/30/2015 under catholic health initiatives: 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, 2015. 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. 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. Process used to establish compensation of ceo, officers, and key employees 7/1/2015 - 12/31/2015 under penn state health: annually, the compensation committee of the board of penn state health engages an independent compensation consultant to conduct a compensation analysis for the organization's chief executive officer, officers, and key employees. As part of the analysis, the independent compensation consultant identifies, gathers, and analyzes appropriate comparability data uopn which the committee and the full board will rely to assess the reasonableness of the total proposed compensation (including benefits) of the ceo, officers, and key employees. Once the compensation analysis is complete and documented in reports, the reports are provided to psh's board for review and consideration, together with written opinions from the compensation consultant that the proposed compensation arrangements for the ceo, officers, and key employees are "reasonable" within the meaning of treasury regulation 53.4958-4(b)(1)(ii)(a). With input from the compensation committee, the full board makes annual decisions with respect to compensation for the ceo, officers, and key employees based upon the data in the report and the opinion of the compensation consultant that the proposed compensation is reasonable. These decisions, the basis for these decisions, the board members' names who vote on compensation, and that none of the board members have a conflict of interest with respect to these compensation arrangements is all contemporaneously documented in the minutes.”

“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 audited financial statements are available at www.psu.edu.”

“St. Joseph Medical Center did not pay employees for the calendar year 2015; however, the Medical Group is electing for transparency to show five highest compensated individuals that were paid by a related organization because their services were rendered for the benefit of the Medical Group.”

“Reconciliation of Net Assets: Transfer of beginning fund balance to Catholic Health Initiatives ($501,962)”

“Description:physician fees total fees:3841407”

“Description:billing fees total fees:1446007”

“Description:contract labor total fees:52500”

“Description:other purchased services total fees:2262049”

“Description:contract services for medical total fees:13407585”