Saint Lukes Care

“Many of the directors have business relationships because they are directors, officers, and/or employees of the same affiliated tax-exempt organizations.”

“The sole corporate member is saint luke's health system, a 501(c)(3) organization.”

“The governing body is elected by the sole corporate member.”

“The sole member has specified reserve powers over major decisions such as amendments to articles and bylaws, debt, budgets, capital expenditures and strategic operating decisions. As part of an integrated health system, the sole member also provides various management and support functions to the organization.”

“The 990 is prepared by saint luke's health system (system) tax staff. The return is reviewed by the entity's ceo before filing. The 990 draft is also presented to the audit committee of the system board of directors for review prior to filing.”

“Saint luke's health system and its affiliates, including the filing organization, have comprehensive written conflict of interest policies applicable to all directors, officers, and employees. Any actual, possible or perceived conflict of interest is expected to be handled through full and timely disclosure of any such interest, together with absence of persuasion in any discussion and in any vote wherein the interest is involved. Disclosure is to be made when the interest arises, at any time the interest becomes a matter of governing board action, and then annually through completion of a conflict of interest questionnaire. The system vice president of internal audit or the system vice president of human resources reviews completed questionnaires and further investigates possible conflicts of interest. A report is provided to the audit committee of the system board of directors and any identified conflict of interest is reported to the applicable entity.”

“Annually, the saint luke's health system board of directors' compensation committee reviews, discusses, sets and approves compensation for the organization's top management executive. Independent, external directors serve on the compensation committee. An independent compensation consulting firm annually provides a written report and reasonableness opinion. The consultant reviews the system's executive compensation philosophy and analyzes market competitiveness (in total and by each compensation and benefit element) for the executive[s] using appropriate comparability data. Compensation committee actions are contemporaneously documented. The process satisfies the rebuttable presumption procedure.”

“The organization's articles of incorporation and amendments thereto are made available to the public by the filing of those documents with the mo and/or ks secretary of state. Also, the organization is included within the combined financial statements of saint luke's health system inc that are made available to the public by the posting of those documents through emma. The organization's other governing documents and conflicts of interest policy are not made available to the public.”

“The organization is deemed to have a community board by virtue of its relationship with its sole member, saint luke's health system, inc. (slhs). Slhs is a 501(c)(3) organization governed by a board of directors, a majority of whom are external, independent persons.”

“Saint luke's care is part of saint luke's health system, an integrated health system. Saint luke's care's vendors are paid through a centralized payment system with 1099s issued by the centralized service entity.”