Saint Michael'S Medical Center

“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 the organization's vice president of 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 general counsel and presented to the organization'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 ("SYSTEM") WHICH INCLUDED SAINT MICHAEL'S MEDICAL CENTER PRIOR TO CHE'S MERGER WITH TRINITY HEALTH CORPORATION IN JUNE OF 2015. 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, the organization has adopted SYSTEM'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 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.”

“The organization has issued tax-exempt bonds to finance various capital improvement projects, renovations and equipment. In conjunction with the issuance of these tax-exempt bonds, the organization's financial statements were included with the tax-exempt bond prospectus which was made available to the general public for review. 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 this organization or a related organization. Please note this remuneration was for services rendered as full-time employees of the organization or 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"). 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 core form, 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.”

“Background ========== Saint michael's medical center ("smmc") is a general medical and surgical hospital. Smmc is recognized by the irs as an internal revenue code section 501(c) (3) tax-exempt organization. Pursuant to its charitable purposes, smmc provides medically necessary healthcare services to all individuals in a non-discriminatory manner regardless of race, color, creed, sex, national origin or ability to pay. Moreover, smmc operates consistently with the following criteria outlined in irs revenue ruling 69-545: 1. Smmc provides medically necessary healthcare services to all individual's regardless of ability to pay, including charity care, self-pay, medicare and Medicaid patients; 2. Smmc operates an active emergency department for all persons which is open 24 hours a day, 7 days a week, 365 days per year; 3. Smmc maintains an open medical staff, with privileges available to all qualified physicians; 4. Control of smmc rests with its board of trustees. Its board is comprised of independent civic leaders and other prominent members of the community; and 5. Surplus funds are used to improve the quality of patient care, expand and renovate facilities and advance medical care, programs and activities. The operations of smmc, as shown through the factors outlined above and other information contained herein, clearly demonstrate the hospital provides substantial community benefit and that the use and control of smmc is for the benefit of the public and that no part of the income or net earnings of the organization inures to the benefit of any private individual nor is any private interest being served other than incidentally. Mission statement ================= The mission of saint michael's medical center, a member of trinity health corporation, rooted in the healing ministry of jesus, is to provide excellence in healthcare to the communities we serve, integrating principles of inclusion, educating the next generation of care providers, and focusing on treating all persons in the franciscan tradition of compassion, dignity, respect, and commitment to poor and marginalized persons. Core values ============ - reverence for each person - community - justice - commitment to those who are poor and marginalized - courage - integrity - scholarship History ======= Established by the franciscan sisters of the poor in 1867, saint michael's medical center is a 357-bed (147 staffed beds) regional tertiary-care, teaching, and research center in the heart of Newarks business and educational district and is accredited by the joint commission. Combining state-of-the-art technology, the latest diagnostic and therapeutic procedures, leading-edge research, and a network of highly qualified physicians, nurses, and allied health professionals, the hospital provides top-quality healthcare services delivered with compassionate care. The first medical institution in new jersey to perform open-heart surgery, and the first to develop a cardiac catheterization program, saint michael's medical center is home to the heart and vascular institute, which offers a comprehensive array of innovative cardiac treatments and procedures. The regional cancer center, located on the saint michael's medical center campus, provides patients with state-of-the-art cancer treatment through the seamless integration of medical, surgical, and radiation oncology services. The Connie Dwyer breast center at saint michael's medical center offers the most innovative diagnostics and procedures currently available for the treatment of breast cancer and other breast diseases, while also providing screening services and a host of educational and support programs. Saint michael's medical center has long enjoyed an outstanding reputation as a premier teaching and research institution and remains an international leader in the treatment and study of infectious diseases, such as hiv/aids and hepatitis. A major teaching affiliate of the seton hall university school of graduate medical”

“Patients and visitors also have access to first-class amenities and a variety of ancillary services such as support groups, an on-site pharmacy, a nutrition center, social services, and a phlebotomy lab. Coc accredited cancer programs are dedicated to providing the best in patient-centered care. The connie dwyer breast center ============================== Our history ----------- Founded in October 2004, the connie dwyer breast center at saint michael's medical center is a comprehensive, state-of-the-art facility providing expert diagnosis and treatment of breast disease and the finest breast cancer prevention, early detection, and educational outreach programs in northern new jersey. Our expertise ------------- We understand that women are often coming to us to discuss very difficult health issues. That's why we put the patient's needs first with services that include: - 24-business-hour biopsy results. - breast care navigator. - state-of-the-art diagnostic services and technology, including 3-d tomosynthesis mammography. - top-notch radiologists. - family-centered care. To help ensure early cancer detection and treatment, the connie dwyer breast center employs a host of advanced diagnostic techniques, such as - full-field digital mammography with computer-aided detection - we are a fully digital breast center offering digital mammography using computer imaging as a "second set of eyes" to detect minute calcifications. - 3-d tomosynthesis mammography - we offer the latest mammography technology available. Our two, 3-d tomosynthesis suites take 3-d images of the breast. This revolutionary technology gives radiologists the ability to identify and characterize individual breast structures without the confusion of overlapping tissue. Viewing breast tissue in 3-d images allows for clearer more accurate readings that can identify breast cancer in its earliest stages, when prognosis is best. - miraluma - a nuclear imaging technique used in conjunction with mammography, helps find cancers in women with particularly dense breast tissue. - high-resolution breast ultrasound. - breast mri. - stereotactic and ultrasound-guided biopsies. Our mission ----------- Recognizing that breast cancer is a highly curable disease if early detection and multi-disciplinary care are provided, the connie dwyer breast center reaches out to more than 1,500 women annually through a series of free educational sessions and breast cancer screenings at the hospital and in the community, with outreach performed at churches, schools, community centers, and other local organizations. The center's mission is to provide advanced breast care - from screening to diagnosis to treatment - for all women, with a special focus on addressing glaring statistical disparities in breast cancer's impact among african-american and hispanic women. Too often, the illness goes undetected until it has reached an advanced state. By increasing public awareness and promoting the importance of regularly scheduled mammograms, the center's staff works to reduce the number of stage three and stage four cancers among all patient populations. The metabolic and bariatric center ================================== The metabolic and bariatric center is fully accredited by the metabolic bariatric surgery accreditation quality improvement program and offers both medically supervised weight-loss plans and surgical procedures to help patients attain and sustain significant weight loss for life. Our team approach provides each patient with advanced techniques and an individualized plan that will help them overcome the obstacles that have prevented them from enjoying all that life has to offer. The liver center ================ The liver center is advancing clinical research and treatment to achieve the best outcome for patients with liver disease. The center provides a coordinated, multi-disciplinary approach to liver disease, and offers medical treatment, research, and minimally invasive surgical and”

“An independent cpa firm audited the consolidated financial statements of saint michael's medical center 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 organization's 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.”

“The organization engaged an independent accounting firm to prepare and issue a system wide consolidated audit under the single audit act and omb circular a-133 audit.”

“Description:purchased services total fees:11821006”

“Description:physician fees total fees:10529910”

“Description:consulting fees total fees:4043874”

“Description:collection fees total fees:161881”

“Description:professional fees total fees:96681”