Catholic Health System Inc

“CHS has three members: Ascension Health, Trinity Health, 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 in receiving a share of net assets upon dissolution, according to the CHS Bylaws.”

“According to the CHS Bylaws, each member is equally allowed to appoint up to three individuals to act as its representatives on the Corporate Member Board, and in undertaking any action in its capacity as a Member. The Corporate Member Board oversees the governance of the Catholic Health System.”

“Each member is entitled to one vote on each matter properly submitted at any membership meeting, and the members also have reserve powers which allow approval for certain business events and ratification of certain business transactions.”

“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. 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 associates on the Merit program; all Physicians and Non Physician Practitioners as well as Physician groups who are independent contractors or employees of CHS; and all board members must 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 2015, 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.”

“An amended 990 return has been prepared to correct the w2 compensation listed on part ii of schedule j. The original filing did not have the appropriate breakdown between base compensation, bonus & incentive compensation, and other reportable compensation. Total compensation that was originally submitted was reported accurately.”

“An amended 990 return has been prepared to correct the w2 compensation listed on part ii of schedule j for one officer. The original filing and subsequent amendment did not have the appropriate breakdown between base compensation and other reportable compensation. Total compensation that was originally submitted was reported accurately.”

“Pension liability 3,728,006. Capital equity contributions/distributions (intercompany) 19,755,345. Grant revenue for capital 135,200. Other changes in net assets -594,924. Acquired investment 3,458,918.”

“Oversight of the financial statement audit process has not changed from the prior year.”