Holy Spirit Health System

“Edeyn l. Miller, matthew walsh, bruce j. Brown, jaewon ryu, md, jd, david j felicio, esquire, randy b. Morris, lori r. Gramley, esquire, kyle c. Snyder, mha, and robert j dietz all have a business relationship with one another because they serve as officers and/or directors on one or more for-profit affiliate of the entity. All of the affiliates are part of geisinger.”

“Classes of members or stockholders the board of directors of the corporation shall serve as the governing body of the corporation. The president of the corporation shall be a director by reason of holding such office. The remaining directors shall be elected by the members at the annual meeting of the members. The members of the coproration may serve as directors and directors may succeed themselves from term to term. Vacancies on the board of directors shall be filled by the members at their discretion at the annual meeting of the members or at a special meeting called for such purpose.”

“Classes of members or stockholders geisinger health serves as the sole corporate member of holy spirit health system and holy spirit health system services as corporate member for holy spirit hospital of the sisters of christian charity, spirit physician services, inc., holy spirit corporation and sole shareholder of holy spirit ventures inc. The members of the corporation have the power and authority to elect and remove the directors; elect and remove the president and fill any vacancy in the office of the president of the corporation; and, may approve amendments to the corporate bylaws in lieu of such approval by the board of directors. The members also have the reserve powers as set forth in the pennsylvania nonprofit corporation law.”

“Organization's process to review form 990 all officers and directors were electronically provided a final copy of the form 990 prior to filing the return with the irs. An executive summary of the information reported on the return is provided to assist in the review. In accordance with the geisinger health board or director's finance committee charter, geisinger organizations' form 990 filings are reviewed annually. The form 990 is prepared by an outside accounting firm with information provided from finance, tax, human resources, legal services and other relevant departments within geisinger. The chief financial officer (cfo) of geisinger and the individual organizations senior financial managers review their respective form 990 prior to making the final return avaialbe to the board. In addition, the chief legal officer and chief human resource officer of geisinger review the ifnormation disclosed on the form 990 relevant to their respective areas of responsibility. For purposes of their annual audit of geisinger consolidated financial statements, independent auditors reveiw all federal tax returns filed by geisigner organizations to identify material items, including if there are any uncertain tax positions that may be required to be recognized. The company had no uncertain tax positions required to be reported for reporting period.”

“Enforcement of conflicts policy the officers and directors of the organization are subject to the geisinger conflict of interest policy for directors and officers. At least once each year directors, officers, key employees, senior leaders and others designated by the board of directors are required to disclose in writing the existence of any potential financial interests that may give rise to a conflict of interest with any affilitate within geisinger. The disclosures are reviewed by the compliance office and the chief legal officer and reported to the audit and complaince committees and boards of directors. After review of the financial interest and all material facts, input from the compliance office and the department of legal services and any discussion with the person desired by the board or committee, the board decides if a conflict exists and takes ppropriate action. The individual disclosing the financial interest is absent during the board deliberations and decisions on the matter.”

“Compensation process for top official the process to review and approve the compensation of geisinger employed board directors, officers, and executive management is designed to satisfy the rebuttable presumption procedure available for intermediate sanction purposes. The process requires a review of compensation determinations by disinterested parties, use of appropriate comparability data and contemporaneous documentation of the process. On an annual basis an independent, nationally recognized compensation consultant completes a comparative assessment of compensation for the ceo and senior management within geisinger. The consultant's report is presented to the geisinger family committee prior to any compensation adjustment. The report supports the rigorous review completed by the geisinger family committee to ensure that the program is responsible to the geisinger charitable mission, reflects reasonable compensation within the nonprofit market and is compliant with the irs's intermediate sanction requirements. The survey data in the comparative analysis is captured for functionally comparable positions in multiple similar nonprofit organizations and reflects total remuneration provided in the market. All surveys are conducted by thrid party organizations and not conducted at the specific direction of geisinger. Any compensation adjustments are approved by the geisinger family committee prior to the effective date of the payment. The geisinger family committee at its sole discretion may positively or negatively adjust any recommended compensation. Compensation process for officers see schedule o response to form 990, part vi section b, question 15a.”

“Governing documents disclosure explanation financial statements, form 990, form 990-t, the conflicts of interest policy, and other governing documents are available to the public upon request.”

“Holy spirit health system (referred to as geisinger holy spirit), strives to provide high quality, ethically-guided, and cost-effective health services in a caring, patient-focused, environment to develop healthy communities in the greater harrisburg area and south central pennsylvania. Subsequent events effective november 1, 2020, geisinger transferred its membership of holy spirit health system and affiliates (holy spirit hospital, holy spirit corporation, spirit physician services) to penn state health.”

“Geisinger system services (gss), an affiliate of the organization, provides a centralized accounts payable function for all geisinger organizations. As the accounts payable processor, gss prepares and files form 1099 under its ein for all reportable payments of the filing organization. The number of form 1099's filed by gss for the 2019 reporting period on behalf of itself and its affiliates was 1,633. The response entered on line 1a for the organization includes only those form 1099s filed under the organizations ein. It does not include those filed by gss on its behalf. Form 990, part vi, section a, line 1b enter the number of voting members that are independent. Based on the form 990 definition of "independence" as it relates to voting members of the governing body, three voting members are not independent because they are compensated as employees of related tax-exempt organizations.”

“Prior period adjustment -38,414.”