St. Joseph Medical Group

“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, the chairperson and vice chairperson of the filing organization; - 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 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 completed, 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. Every covered person shall disclose all actual and potential conflicts through an annual written disclosure statement and as matters involving an actual or potential conflict arise. The board will evaluate the disclosures and the material facts relating to the transaction or arrangement giving rise to the potential conflict 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 filing organization may enter into a transaction or arrangement in which a covered person has an actual conflict of interest if a majority of directors who have no interest in the transaction or arrangement approve the transaction or arrangement at a board or committee meeting after determining that the transaction or arrangement is fair and reasonable to the corporation, any covered person who has a conflict with respect to the transaction or arrangement does not participate in and is not present for the vote regarding such transaction or arrangement (except that the covered person may appear at a meeting to answer questions), and if the transaction or arrangement involves compensation or other financial benefit to the covered person, the board relies on appropriate comparability data to determine reasonableness. The filing organization will document the foregoing in the minutes of board and committee meetings, as applicable. Each covered person must 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. If the board of directors has reasonable cause to believe that a covered person has failed to comply with the policy, the board may counsel the covered person regarding such failure and, if the issue is not resolved to the board's satisfaction, may consider additional corrective action, including removal from the board of directors or other position with the filing organization, as appropriate.”

“Whistleblower policy and document retention/destruction policy: the filing organization follows the whistlebelower policy and document retention and destruction policy of a related organization. Form 990, part vi, lines 15a & 15b the filing organization does not have employees; however, its applicable related organization that does pay the employees has the following process for establishing compensation: the board compensation committee is delegated responsibility by the board to make and recommend to the board the compensation decisions for its key executives, including the chief executive officer, chief financial officer, other officers and all disqualified persons (as defined by treasury regulations). The committee has strong governance processes in place to ensure best practices and that compensation decisions for executives are reasonable and supportive of the organizations leadership talent needs. The committees compensation review process is structured to satisfy and comply with the requirements of the rebuttable presumption of reasonableness, under the intermediate sanction regulations (irc section 4958). 1. The committee of the board is authorized by the board of directors to review and approve all compensation (including executive benefits) arrangements. 2. The committee is comprised of directors that are free of material financial conflict with respect to the compensation being reviewed. 3. Annually, the compensation committee, engages an independent compensation consultant to conduct a total compensation analysis for the organizations executives. 4. The committee reviews and approves these compensation arrangements in advance of implementation by reviewing market comparability data provided by its independent third-party consultant and documented in comprehensive reports. 5. The committee documents its decisions, and the basis for its decisions, in a timely manner within meeting minutes. 6. The committee also receives professional opinions with respect to reasonableness from its independent compensation consultant, as such term is defined within intermediate sanctions regulations. 7. The committee reports its actions on a regular basis to the full board.”

“Required documents available to the public: the organization's conflict of interest policy and governing documents are available to the public upon request. The audited consolidated financial statements of the pennsylvania state university and its subsidiaries (which include the filing organization) are available at www.psu.edu.”

“Compensation by related organization: st. Joseph medical group did not pay employees for the calendar year 2018; 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.”

“Forms 1096/w-3 reporting: form 1096 and form w-3 for the filing organization is processed and reported by its related organization penn state health (ein: 47-3769205). Form 990, part vi, line 6 classes of members or stockholders: the filing organization's sole member is penn state health, a pennsylvania nonprofit corporation.”

“Description:physician fees total fees:6107672”

“Description:other purchased services total fees:419367”