Mercy Health Plan

“The sole member of mercy health plan is trinity health of the mid-atlantic. See line 7 for additional information.”

“Trinity health of the mid-atlantic is the sole member of mercy health plan. Trinity health of the mid-atlantic has the right to appoint all persons to the board of directors of mercy health plan.”

“As sole member, trinity health of the mid-atlantic must approve certain decisions of the governing body, including the strategic plan, annual capital plan, and annual operating budget. Trinity health of the mid-atlantic must also approve significant changes such as a merger, dissolution, sale of assets in excess of certain limits, and modifications to governing documents. As the parent of the national trinity health system, certain powers are reserved to trinity health corporation. These include the authority to adopt or modify the organization's governing documents, to approve major changes such as a merger or dissolution, and to approve significant finance matters in excess of certain limits established by trinity health corporation.”

“Line 8b is answered "no" because mercy health plan had no committees with authority to act on behalf of the governing body.”

“Prior to filing, the form 990 for mercy health plan is reviewed by senior management. Each member of the board receives a copy of the return in its final form before it is filed with the internal revenue service.”

“Mercy health plan has adopted trinity health's governance policy no. 1, which sets forth the organization's conflict of interest policy and processes. It applies to all "interested persons" of mercy health plan, which includes directors, principal officers, key employees. Interested persons are expected to discharge their duties in a manner the person reasonably believes to be in the best interests of mercy health plan and to avoid situations involving a conflict of interest. On an annual basis, interested persons are required to complete a conflict of interest disclosure statement and to affirm their receipt of the conflict of interest policy, compliance with its requirements, and agree to notify the organization of changes impacting their annual disclosure in accordance with the policy. The annual disclosures are provided to the integrity and compliance officer. If a potential conflict is identified, the integrity and compliance officer shares the disclosures with internal legal counsel, from which legal counsel prepares a report for the board chair and ceo. A summary of potential conflicts is reviewed with the board of directors of mercy health plan on a yearly basis. Interested persons are required to make full disclosure to mercy health plan of any financial or business interests that might result in or have the appearance of a conflict of interest. The board of directors of mercy health plan is responsible for the review of transactions to determine whether an actual conflict of interest exists. In the event of an actual conflict, the board will either avoid the conflict or appropriately scrutinize the transaction to ensure it is in the best interests of mercy health plan. Interested persons are required to recuse themselves from discussion and voting on matters involving a conflict of interest. The policy further addresses the proper documentation of the proceedings and potential disciplinary and corrective action for violations of the policy. The policy is available to the public upon request.”

“Question 15a and 15b are answered "no" because the compensation for the ceo and other certain officers of mercy health plan is established by trinity health, a related organization. In establishing ceo and other officers compensation, trinity health follows a process and policy that is intended to mirror the irc section 4958 guidelines for obtaining a "rebuttable presumption of reasonableness" with regard to compensation and benefits. As part of that process, the compensation and benefits of the ceo of mercy health plan are reviewed at least annually by the trinity health board or the trinity health human resources and compensation committee (hrcc) of the board, authorized to act on behalf of the board with respect to certain compensation matters. As part of its review process, the hrcc retains an independent firm experienced in compensation and benefit matters for not-for-profit health care organizations to advise it in the determinations it makes on the reasonableness of proposed compensation and benefits arrangements. For other executives who are not part of the rebuttable presumption process, trinity health uses a market analysis to determine the appropriateness of the executive's compensation.”

“Mercy health plan is a subsidiary organization in the trinity health system. Trinity health makes certain of its key documents available to the public on its website, www.trinity-health.org, in the "about us" section. In this section, the consolidated audited financial statements are publicly available. Mercy health plan's governing documents and conflict of interest policy are available upon request.”

“Mercy health plan previously carried out its mission through ownership in a partnership, gateway health. During the year, mercy health plan sold its partnership interest and is in the process of winding down the organization.”

“Equity transfer to affiliates -385,877,905.”

“Mercy health plan's financial statements were included in the fy22 consolidated financial statements of trinity health, which were audited by an independent public accounting firm.”