Ltc Eddy Inc.

“The sole member of ltc (eddy) is st. Peter's health partners. See line 7 for additional information.”

“St. Peter's health partners has the right to appoint all persons to the board of directors of ltc (eddy).”

“St. Peter's health partners must approve certain decisions of the governing body, including the strategic plan, annual capital plan, and annual operating budget. St. Peter's health partners 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.”

“Prior to filing, the form 990 for ltc (eddy) is reviewed by 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.”

“Ltc (eddy) 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 ltc (eddy), which includes directors, principal officers, key employees, and members of committees with board-delegated powers. Interested persons are expected to discharge their duties in a manner the person reasonably believes to be in the best interests of ltc (eddy) 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 internal legal counsel and the integrity and compliance officer, 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 ltc (eddy) (or a delegated committee of the board) on a yearly basis. Interested persons are required to make full disclosure to ltc (eddy) of any financial or business interests that might result in or have the appearance of a conflict of interest. The board of directors of ltc (eddy) (or a delegated committee of the board) 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 (or a delegated committee of the board) will either avoid the conflict or appropriately scrutinize the transaction to ensure it is in the best interests of ltc (eddy). 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.”

“Questions 15a and 15b are answered "no" because the compensation for certain officers and key management officials of ltc (eddy) is established by trinity health, a related organization. In establishing system ceo, system cfo, and other management officials' 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 these individuals 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. The compensation for ltc (eddy)'s other officers is established and paid by st. Peter's health partners. St. Peter's health partners has a process for determining compensation which inlcudes the following: compensation is reviewed by an independent compensation consultant who reviews the salaries to ensure they are within market and market competitive. This is done on an annual basis, reviewed by st. Peter's health partners' compensation committee and communicated to the other officers.”

“Ltc (eddy) 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. Ltc (eddy)'s governing documents and conflict of interest policy are available upon request.”

“Miscellaneous purchased services: program service expenses 62,219. Management and general expenses 0. Fundraising expenses 0. Total expenses 62,219. Consulting services: program service expenses 150,000. Management and general expenses 0. Fundraising expenses 0. Total expenses 150,000.”

“Ltc (eddy)'s financial statements were included in the fy19 consolidated financial statements of st. Peter's health partners and trinity health, which were both audited by an independent public accounting firm.”