M & J Company

“St. Joseph Healthcare Foundation is the sole corporate member of the Organization.”

“As the sole corporate member of the Organization, St. Joseph Healthcare Foundation retains the ability to elect and remove the Organization's board of directors with or without cause.”

“As the sole corporate member of the Organization, St. Joseph Healthcare Foundation has the following powers and rights over the Organization and its subsidiaries as outlined in the Organization's bylaws: 1. To approve any change in the written statements of philosophy and mission; 2. To amend and to repeal the organizing and governing documents; 3. To approve all plans of merger, consolidation, reorganization, dissolution, or the sale, lease assignment, or transfer of substantially all of the assets, or the purchase or acquisition of an interest in any corporation, partnership, joint venture, or other entity; 4. To approve all long-range strategic plans before implementation; 5. To approve the acquisition, sale, or encumbrance of any real estate valued in excess of an amount set by the Member in writing; 6. To approve all capital budgets and non-budgeted expenses in excess of an amount set by the Member in writing; 7. To approve all debt in excess of limits set by the Member in writing; 8. To appoint the auditors; 9. To approve the sale, assignment, or transfer of any equity interest or membership interest in any subsidiary; 10. To approve any reclassification or other change of any capital stock or other equity security; 11. To approve the issuance of, or the creation of any obligation to issue, an equity security; and, 12. To evaluate the performance of the Medical Center in preserving, furthering, and promoting the purposes of the Medical Center.”

“The Form 990 is provided to the governing body for their review and approval prior to filing.”

“This process is the responsibility of the Compliance Officer. A conflict of interest disclosure form is submitted to all leadership, board members, board committee members, employed physicians, medical directors and certain employees in key positions annually to be completed. Reminders are sent to all persons of interest to ensure that all conflict of interest disclosure forms are completed and collected.”

“Any compensation paid to the trustees, directors, officers or key employees of the Organization is subject to the oversight and decisions of Covenant Health, a related tax-exempt organization. Every two-to-three years the Compensation Committee of the Covenant Health Board of Directors engages an external consultant to provide competitive market data from various survey sources, which is then used to develop recommendations for changes to the compensation program. Since 2003, the Compensation Committee has engaged a human resources consultant to conduct this analysis. Objectives of the analysis are to assess the compositeness of the total cash compensation levels of the senior leadership team, develop market based competitive salary ranges for all executive positions, and ensure that the annual incentive opportunities, if there are any, are competitive and reasonable.”

“The Organization's Form 990, governing documents, conflict of interest policy, and financial statements are made available to the public upon request. The Organization's Form 990 is also made available on the website of its parent organization, Covenant Health, at the following web address: https://covenanthealth.net/financials/”

“The audit process has not changed from the prior year.”