Nazareth Hospital

“SEPA is the sole corporate member of the organization.”

“The Board of Directors of SEPA has the authority to appoint members of the governing body.”

“The governing body can make recommendations for certain types of actions that require approval by the Board of Directors of SEPA. Some examples include appointing or removing members of the governing board, amending Articles of Incorporation and amending bylaws.”

“The organization took steps to educate management, members of the board and members of appropriate subcommittees of the board on the compliance requirements mandated by the Form 990. It continues to maintain a process to address questions or concerns surrounding tax reporting requirements. The Form 990 is reviewed by management, and the process for preparing the filing is reviewed by the SEPA Compliance Committee, which is a subcommittee of the SEPA Board of Directors. The full board is appraised of management's and the committee's findings from these reviews.”

“The organization has adopted SEPA's Policy 96-04-09 which sets forth the organization's conflict-of-interest policy and processes. Annually, all those serving the organization and affiliates in a position to affect business decisions, including directors, officers, members of a board-designated committee, and key employees and physicians, receive a copy of the policy and annual disclosure statement to be completed. Disclosures of financial interest or other reportable circumstances as defined in the policy are submitted and reviewed by SEPA's Board or senior management as defined in the policy. The determination of whether a disclosure constitutes a conflict of interest is made by SEPA's Board or an appropriate committee thereof comprised of disinterested persons and without the participation of the affected individual except to respond to questions about the disclosure. Lastly, the policy addresses potential disciplinary action for violations of the policy. The policy is available to the public upon request.”

“The organization relies on Catholic Health East ("CHE"), a related Section 501(c)(3) organization, and on CHE's procedures to determine the compensation of the CEO. For other employees, the organization has adopted SEPA's process for determining compensation which includes the following: SEPA's Board has an independent committee to review and approve all elements of remuneration. SEPA's Board and the independent committee have established a compensation philosophy which details the objectives of market positioning and pay elements. The committee engages with external consultants to provide market data comparing roles to similarly sized health systems utilizing both title and job content comparisons. The committee reviews the market analysis, approves any salary adjustments for the executive population, considers both reasonableness and effectiveness of all remunerative programs and establishes the detailed performance expectations which are incorporated into the incentive plan. All of these discussions and decisions are documented through the provision of meeting minutes.”

“Organizational Articles of Incorporation, Corporate Bylaws, governance policies believed to be of interest to the public, conflict-of-interest policy, and IRS Form 990 are available to the public upon request.”

“RHC Internal Assessment: Program service expenses 10,170,696. Management and general expenses 1,937,274. Fundraising expenses 0. Total expenses 12,107,970. Fees for Service - Repairs: Program service expenses 484,146. Management and general expenses 99,162. Fundraising expenses 0. Total expenses 583,308. Physician Fees Clinical: Program service expenses 5,290,555. Management and general expenses 1,007,725. Fundraising expenses 0. Total expenses 6,298,280. Contract Labor: Program service expenses 5,613,078. Management and general expenses 1,069,158. Fundraising expenses 0. Total expenses 6,682,236. Service Contracts: Program service expenses 1,905,877. Management and general expenses 363,024. Fundraising expenses 0. Total expenses 2,268,901. Recruiting Fees: Program service expenses 80,159. Management and general expenses 15,268. Fundraising expenses 0. Total expenses 95,427. Reference Lab: Program service expenses 631,777. Management and general expenses 120,339. Fundraising expenses 0. Total expenses 752,116. Janitorial Services: Program service expenses 51,111. Management and general expenses 9,736. Fundraising expenses 0. Total expenses 60,847. Records Storage Costs: Program service expenses 2,587. Management and general expenses 493. Fundraising expenses 0. Total expenses 3,080. Other Purchased Services: Program service expenses 111,768. Management and general expenses 21,289. Fundraising expenses 0. Total expenses 133,057.”

“Restructuring -913,936. Transfer to/from Affiliate 3,194,532. Opening Balance Sheet Adjustments 5,720,671. Assets Released from Restriction for Capital 253,172.”

“Disclosure Statement Related to Form 5471 Filed by Catholic Health East, Saint Michael's Medical Center, and Trinity Health - Michigan Under the constructive ownership rules of Internal Revenue Code Sections 318(a) and 958(b), the organization is required to file Form 5471, Information Return of U.S. Persons With Respect to Certain Foreign Corporations, as a Category 4 and/or Category 5 filer with respect to Stella Maris Insurance Company Limited, Chestnut Risk Services, LTD, and Venzke Insurance Company, LTD (collectively, the "foreign corporations"). This filing requirement is, or will be, satisfied through the filing of Forms 5471 with respect to the foreign corporations on the organization's behalf by the U.S. organizations identified below. Foreign Corporation: Stella Maris Insurance Company U.S. Organization: Catholic Health East Address: 3805 West Chester Pike, Suite 100, Newtown Square, Pennsylvania 19073 Identifying Number of U.S. Tax Return with Which Form 5471 was filed: 23-2929748 IRS Service Center Where U.S. Return Was Filed: Ogden, UT Foreign Corporation: Chestnut Risk Services, LTD U.S. Organization: Saint Michael's Medical Center Address: 111 Central Avenue, Newark, New Jersey 07102 Identifying Number of U.S. Tax Return with Which Form 5471 was filed: 26-2616046 IRS Service Center Where U.S. Return Was Filed: Ogden, UT Foreign Corporation: Venzke Insurance Company, LTD U.S. Organization: Trinity Health - Michigan Address: 20555 Victor Parkway, Livonia, MI 48152 Identifying Number of U.S. Tax Return with which Form 5471 was filed: 38-2113393 IRS Service Center Where U.S. Return Was Filed: Ogden, UT”