Saint Michael'S Foundation Inc

“SAINT MICHAEL'S MEDICAL CENTER ("SMMC") IS THE SOLE MEMBER OF THIS ORGANIZATION AND HAS THE RIGHT TO APPROVE DECISIONS MADE BY THIS ORGANIZATION'S GOVERNING BODY; ITS BOARD OF TRUSTEES. Catholic Health East ("CHE") was incorporated as a Pennsylvania nonprofit corporation on October 1, 1997. CHE is a Catholic, multi-facility health system sponsored by fifteen religious congregations and Hope Ministries. Each sponsoring congregation appoints a representative to the Sponsors Council which maintains certain reserve powers, including the election of the CHE Board of Directors. CHE serves to carry out the health care ministries of the sponsoring congregations. The mission of CHE is to be a community of persons committed to being a transforming, healing presence within the communities it serves. Previously CHE was the sole member of the medical center. Pursuant to a merger with Trinity Health Corporation ("Trinity"), CHE transferred all corporate ownership and authority it holds in its' New Jersey Regional Health Corporations ("RHC") to a Pennsylvania nonprofit corporation known as Maxis Health System, Inc. ("Maxis"). Maxis is the sole member of the Medical Center. Trinity is the sole corporate member of Maxis and retains certain reserved powers and authority over the Medical Center. In conjunction with the merger by CHE with Trinity Health Corporation in June of 2014, the Medical Center became an RHC of Maxis. With the exception of certain powers reserved by Trinity, including the power to approve recommendations for nominees to the Board of Directors to the Medical Center and the power to approve the annual budget of the Medical Center, all other reserved powers were transferred to Maxis.”

“The organization's board of trustees has been delegated the responsibility to oversee and coordinate the federal form 990 preparation, review and filing process. As part of the tax return preparation process the organization hired a professional cpa firm with experience and expertise in both healthcare and not-for-profit tax return preparation to prepare the federal form 990. The cpa firm's tax professionals worked closely with the organization's finance personnel and various other individuals within the organization ("internal working group") to obtain the information needed in order to prepare a complete and accurate tax return. The cpa firm prepared a draft federal form 990 and furnished it to the organization's internal working group for review. The organization's internal working group reviewed the draft federal form 990 and discussed questions and comments with the cpa firm. Revisions were made to the draft federal form 990 where necessary and a final draft was furnished by the cpa firm to the organization's internal working group for final review and approval.”

“The organization regularly monitors and enforces compliance with its conflict of interest policy. Annually all members of the board of trustees, officers and senior management personnel are required to review the existing conflict of interest policy and complete a questionnaire. The completed questionnaires are returned to saint michael medical center's ("smmc") vice president corporate compliance for review. Thereafter, a summary of the completed questionnaires which contains information disclosed on an individual by individual basis is prepared in conjunction with smmc's general counsel and presented to smmc's audit committee for review and discussion.”

“FOR THE 2015 YEAR, EXECUTIVE COMPENSATION WAS REVIEWED AND APPROVED AT THE CATHOLIC HEALTH EAST ("CHE") LEVEL. CHE IS A TAX-EXEMPT INTEGRATED HEALTHCARE DELIVERY SYSTEM WHICH INCLUDED SAINT MICHAEL'S MEDICAL CENTER ("SYSTEM") PRIOR TO CHE'S MERGER WITH TRINITY HEALTH CORPORATION IN JUNE OF 2015. THIS FILING ORGANIZATION ITSELF HAS NO PAID SENIOR MANAGEMENT PERSONNEL RECEIVING COMPENSATION DIRECTLY FROM THIS ORGANIZATION. RATHER THE PRESIDENT/CHIEF EXECUTIVE OFFICER OF THIS ORGANIZATION IS EMPLOYED BY TRINITY HEALTH CORPORATION. THE COMPENSATION AND BENEFITS OF THE PRESIDENT/CHIEF EXECUTIVE OFFICER ARE SHOWN ON THIS TAX RETURN BECAUSE HE IS THE PRESIDENT/CHIEF EXECUTIVE OFFICER AND ALSO A BOARD MEMBER OF THIS ORGANIZATION. CHE HAS A COMPENSATION COMMITTEE ("COMMITTEE") AND HAS ADOPTED A WRITTEN EXECUTIVE COMPENSATION PHILOSOPHY WHICH IT FOLLOWS WHEN IT REVIEWS AND APPROVES OF THE COMPENSATION AND BENEFITS OF THE ORGANIZATION'S PRESIDENT/CHIEF EXECUTIVE OFFICER. THE COMMITTEE REVIEWS THE "TOTAL COMPENSATION" OF THE PRESIDENT/CHIEF EXECUTIVE OFFICER WHICH IS INTENDED TO INCLUDE BOTH CURRENT AND DEFERRED COMPENSATION AND ALL EMPLOYEE BENEFITS, BOTH QUALIFIED AND NON-QUALIFIED. THE COMMITTEE'S REVIEW IS DONE ON AT LEAST AN ANNUAL BASIS AND ENSURES THAT THE "TOTAL COMPENSATION" OF THE PRESIDENT/CHIEF EXECUTIVE OFFICER OF THE ORGANIZATION IS REASONABLE. THE ACTIONS TAKEN BY THE COMMITTEE ENABLE THE ORGANIZATION TO RECEIVE THE REBUTTABLE PRESUMPTION OF REASONABLENESS FOR PURPOSES OF INTERNAL REVENUE CODE SECTION 4958 WITH RESPECT TO THE TOTAL COMPENSATION OF THE PRESIDENT/CHIEF EXECUTIVE OFFICER. THE THREE FACTORS WHICH MUST BE SATISFIED IN ORDER TO RECEIVE THE REBUTTABLE PRESUMPTION OF REASONABLENESS ARE THE FOLLOWING: 1. THE COMPENSATION ARRANGEMENT IS APPROVED IN ADVANCE BY AN "AUTHORIZED BODY" OF THE APPLICABLE TAX-EXEMPT ORGANIZATION WHICH IS COMPOSED ENTIRELY OF INDIVIDUALS WHO DO NOT HAVE A "CONFLICT OF INTEREST" WITH RESPECT TO THE COMPENSATION ARRANGEMENT; 2. THE AUTHORIZED BODY OBTAINED AND RELIED UPON "APPROPRIATE DATA AS TO COMPARABILITY" PRIOR TO MAKING ITS DETERMINATION; AND 3. THE AUTHORIZED BODY "ADEQUATELY DOCUMENTED THE BASIS FOR ITS DETERMINATION" CONCURRENTLY WITH MAKING THAT DETERMINATION. THE COMMITTEE IS COMPRISED OF MEMBERS OF THE BOARD OF TRUSTEES EACH OF WHO ARE INDEPENDENT AND ARE FREE FROM ANY CONFLICTS OF INTEREST. THE COMMITTEE RELIED UPON APPROPRIATE COMPARABLE DATA; SPECIFICALLY THE COMMITTEE OBTAINED A WRITTEN COMPENSATION STUDY FROM AN INDEPENDENT FIRM WHICH SPECIALIZES IN THE REVIEWING OF HOSPITAL AND HEALTHCARE SYSTEM EXECUTIVE COMPENSATION AND BENEFITS THROUGHOUT THE UNITED STATES. THIS STUDY USED COMPARABLE GEOGRAPHIC AND DEMOGRAPHIC MARKET DATA INCLUDING BUT NOT LIMITED TO SIMILAR SIZED HOSPITALS, # OF LICENSED BEDS AND NET PATIENT SERVICE REVENUE. THE COMMITTEE ADEQUATELY DOCUMENTED ITS BASIS FOR ITS DETERMINATION THROUGH THE TIMELY PREPARATION OF WRITTEN MINUTES OF THE COMPENSATION COMMITTEE MEETINGS DURING WHICH THE EXECUTIVE COMPENSATION AND BENEFITS WAS REVIEWED AND SUBSEQUENTLY APPROVED. THE ACTIONS OUTLINED ABOVE WITH RESPECT TO THE COMMITTEE AND THE ESTABLISHMENT OF THE REBUTTABLE PRESUMPTION OF REASONABLENESS APPLY TO THE PRESIDENT/CHIEF EXECUTIVE OFFICER. For all other employees reported in part vii and schedule j of this form 990, SAINT MICHAEL'S MEDICAL CENTER has adopted CHE'S policy process for determining compensation which includes the following: The board has an independent committee review and approve all elements of remuneration for all disqualified parties, as well as other key management. The board/committee has an established compensation philosophy which details the objectives of market positioning and pay elements. The committee engages with external consultants to provide market data comparing the organizations roles to similarly sized health systems utilizing both title and job content comparisons. The committee reviews the market analysis, approves any salary adjustment”

“The organization's filed certificate of incorporation and any amendments can be obtained and reviewed through the state of new jersey department of the treasury.”

“Part vii and schedule j reflect certain board members and officers receiving compensation and benefits from a related organization. Please note this remuneration was for services rendered as full-time employees of the related organization and not for services rendered as a voting member or officer of this organization's board of trustees.”

“The organization is an affiliate within trinity health corporation; a tax-exempt integrated healthcare delivery system ("system") which includes saint michael's medical center ("smmc").the system includes both for-profit and not for-profit organizations. Certain board of trustee members, officers and/or directors listed on core form, part vii and schedule j of this form 990 may hold similar positions with both this organization and other affiliates within the system. The hours shown on this form 990, for board members who receive no compensation for services rendered in a non-board capacity, represent the estimated hours devoted per week for this organization. To the extent these individuals serve as a member of the board of trustees of other related organizations in the system, their respective hours per week per organization are approximately the same as reflected on part vii of this form 990. The hours reflected on part vii of this form 990, for board members who receive compensation for services rendered in a non-board capacity, paid officers and key employees, reflect total hours worked per week on behalf of the system; not solely this organization.”

“Other changes in net assets or fund balance include: - net assets released from temporary restrictions - ($384,475)”

“An independent cpa firm audited the consolidated financial statements of saint michael's medical center ("smmc") and related entities for the years ended december 31, 2015 and december 31, 2014; respectively. The audited consolidated financial statements contain consolidating schedules on an entity by entity basis. The independent cpa firm issued an unqualified opinion with respect to the audited financial statements each year. The smmc audit committee has assumed responsibility for the oversight of the audit of the consolidated financial statements, which includes this organization, and the selection of an independent auditor.”