Catholic Health System

“CHS has two members: The Franciscan Sisters of St. Joseph of Hamburg, NY, and the Diocese of Buffalo, NY. Each member is able to participate equally in electing the governing body, approving significant decisions of the governing body, and have the power to approve any plan of dissolution of the corporation and the distribution of the assets upon dissolution, according to the CHS Bylaws.”

“According to the CHS Bylaws, each member is equally allowed to appoint one representative and one alternative representative to serve on the Corporate Member Council and to serve as a voting director on the Catholic Health System Board of Directors.”

“Yes, the corporate members do have reserve powers.”

“Yes, an electronic copy of the Form 990 was provided to the CHS Boards of Directors before it was filed. The CHS Board of Directors has delegated the responsibility to review the 990 to the Audit Committee. The CHS Audit Committee reviewed in detail selected information for all CHS entities that file a 990. Reviewed with the Audit Committee: 1. Core Form Part IV: Checklist of required schedules 2. Core Form Part VI: Governance, Management and Disclosure 3. Core Form Part VII: Compensation of Officers, Directors, Trustees, Key Employees, Highest Compensated Employees and Independent Contractors 4. Schedule H: Hospitals 5. Schedule K: Supplemental information on Tax Exempt Bonds 6. Schedule J: Compensation Information 7. Schedule L: Transactions with Interested Persons 8. Schedule R: Related Organizations and Unrelated Partnerships 9. Process for which remaining Core Form was completed, utilizing audited financial information”

“All officers, directors, and key employees complete a Conflict of Interest Disclosure Statement (COIDS) in order to fulfill the annual requirements. COIDS are distributed to all parties, as per applicable policy, and once complete are followed up with as follows: 1. Associate and Physician completed COIDS are reviewed and signed off by the manager. If a disclosure is noted, it is discussed with the manager, and the document is forwarded to the Compliance officer who reviews and follows up as appropriate. Once review/follow up is completed the Compliance Officer will sign the COIDS, maintain a copy in the compliance office and return the original to HR for filing in the Personnel file. 2. All board member COIDS are returned to Compliance Officer for review and follow up as warranted. The compliance officer will sign each COIDS and retain on file in the compliance office in a confidential manner.”

“CHS, in determining the compensation for the CEO, utilizes a process of review and approval, governed by the Board of Directors, that includes an outside nationally recognized independent compensation consultant experienced in compensation and benefit matters for non-profit healthcare organizations, and comparability data. In 2024, the Catholic Health System utilized a Compensation Committee of the Board of Directors to monitor the Executive Compensation as per the Executive Compensation Philosophy and Strategy for the CHS CEO and top Senior Executives.”

“We make our form 990 open for public inspection upon request. Our website includes an annual report which includes selected financial information. Our financial statements, governing documents and conflict of interest policy are provided upon request according to applicable federal and state laws.”

“Pension Liability 11,364,928. Miscellaneous -20,413.”