St. Joseph Medical Group

“Classes of members or stockholders: the filing organization's sole member is 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 specifications defined in the amended and restated bylaws dated july 1, 2015, the corporate members have 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, and then distributed to all members of the board for review and comment 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. Form 990, part vi, section b, lines 13 & 14 whistleblower policy and document retention/destruction policy: the filing organization follows the whistleblower policy and document retention and destruction policy of a related organization.”

“Process used to establish compensation of ceo, officers, and key employees: the filing organization does not have any employees; however, its applicable related organizations have the following process for establishing compensation: annually, the compensation committee of the board of the related organization engages an independent compensation consultant to conduct a compensation analysis for the organization's chief executive officer (ceo), officers, and key employees. As part of the analysis, the independent compensation consultant identifies, gathers, and analyzes appropriate comparability data upon 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 the 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.”

“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 penn state health) are available at www.psu.edu.”

“St. Joseph medical center did not pay employees for the calendar year 2020; 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). Additionally, for transparency, the filing organization is presenting compensation expense data in part ix, lines 7-10.”

“Contracted physicians: program service expenses 24,658,932. Total expenses 24,658,932. Other purchased services: program service expenses 782,430. Management and general expenses 72,304. Total expenses 854,734.”

“Penn state health and affiliates (psh) coronavirus (covid-19) pandemic: in march 2020, the outbreak of covid-19 pandemic began to impact psh's patients, communities, and business operations. The spread of covid-19 and the ensuing response of federal, state and local authorities, beginning in march 2020, resulted in a significant reduction in the number of surgeries, physician office visits and emergency room volumes at psh. This was due to measures meant to slow the spread of the virus, including quarantines and stay-at-home and shelter-in-place orders, as well as the community's general concerns related to the risk of contracting covid-19. Due to covid-19, psh may, going forward, experience supply chain disruptions, including delays and price increases in equipment, pharmaceuticals and medical supplies due to the pandemic. Staffing, equipment, and pharmaceutical and medical supplies shortages may also influence our ability to admit and treat patients. Psh has incurred, and may continue to incur, increased expenses arising from the covid-19 pandemic, including additional supply chain and other expenditures. Additionally, broad economic factors resulting from the covid-19 pandemic, including high unemployment and underemployment levels and reduced consumer spending and confidence, could also affect our service mix, revenue mix, payor mix and patient volumes, as well as our ability to collect outstanding receivables. Business closures and layoffs across our service area may, in future reporting periods, lead to increases in the uninsured and underinsured populations and adversely affect demand for our services, as well as the ability of patients and other payers to pay for services rendered. Any increase in the amount or deterioration in the collectability of patients accounts receivable could adversely affect psh's financial results. Fortunately, the federal government has taken several actions to provide financial assistance to healthcare providers during this pandemic. Psh has received, and may continue to receive, payments and advances under the cares act or any other governmental assistance program, which will be beneficial in addressing the impact of the novel coronavirus pandemic on psh's results of operations and financial position. At this time, psh is unable to quantify the impact that the covid-19 pandemic will have on the continuing financial results during fiscal year 2021, as the impact of covid-10 will depend on future developments, including the duration of the outbreak and the related advisories and restrictions. However, psh has taken, and will continue to take, various actions to increase liquidity and mitigate the impact of reductions in patient volumes and operating revenues from the covid-19 outbreak.”