Nazareth Hospital

“The sole member of nazareth hospital is trinity health of the mid-atlantic region (trinity health of the mid-atlantic). See line 7 for additional information.”

“Trinity health of the mid-atlantic is the sole member of nazareth hospital. Trinity health of the mid-atlantic has the right to appoint all persons to the board of directors of nazareth hospital.”

“As sole member, trinity health of the mid-atlantic must approve certain decisions of the governing body, including the strategic plan, annual capital plan, and annual operating budget. Trinity health of the mid-atlantic 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.”

“Line 8b is answered "no" because nazareth hospital had no committees with the authority to act on behalf of the governing body.”

“Prior to filing, the form 990 for nazareth hospital is reviewed by senior management. In addition, certain key sections of the form are reviewed by the board of directors. Each member of the board receives a copy of the return in its final form before it is filed with the internal revenue service.”

“Nazareth hospital 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 nazareth hospital, which includes directors, principal officers, and key employees. Interested persons are expected to discharge their duties in a manner the person reasonably believes to be in the best interests of nazareth hospital 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 the integrity and compliance officer, who collaborates with internal legal counsel to assess the conflict and identify a conflict management plan when necessary. Additionally, the integrity and compliance officer along with legal counsel prepares a report for the board chair and ceo. A summary of potential conflicts is reviewed with the board of directors of nazareth hospital on a yearly basis. Interested persons are required to make full disclosure to nazareth hospital of any financial or business interests that might result in or have the appearance of a conflict of interest. The board of directors of nazareth hospital 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 will either avoid the conflict or appropriately scrutinize the transaction to ensure it is in the best interests of nazareth hospital. 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.”

“Question 15a is answered "no" because the compensation for certain officers and key management officials of nazareth hospital is established by trinity health, a related organization. In establishing ceo and cfo 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 the ceo and cfo of nazareth hospital 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. For the other executives who are not part of the rebuttable presumption process. Trinity health uses a market analysis to determine the appropriateness of the executive's compensation. For the compensation of other officers and key employees, nazareth hospital has a 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 organization's 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.”

“Nazareth hospital 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. In addition, nazareth hospital includes a copy of its most recently filed schedule h on trinity health's website. Nazareth hospital's governing documents and conflict of interest policy are available upon request.”

“Equity gain in unconsolidated affiliates 226,355. Asset impairment -39,881,400. Equity transfers to affiliates -119,355.”

“Nazareth hospital's financial statements were included in the fy24 consolidated financial statements of trinity health, which were audited by an independent public accounting firm.”