Roper Saint Francis Physicians Network

“Carolinas Healthcare System (CHS), an unrelated organization, provides the compensation of Mr. David L. Dunlap, CEO, CareAlliance Health Services and Mr. Bret D. Johnson, CFO, CareAlliance Health Services. Mr. Dunlap and Mr. Johnson are employees of CHS and their compensation is paid by CareAlliance Health Services, a related organization, through a management fee to CHS.”

“The sole member of the corporation is CareAlliance Health Services, a South Carolina nonprofit, nonstock Corporation, d/b/a Roper St. Francis Healthcare. CareAlliance Health Services is in turn governed by a Board of Directors appointed by the "founding members". Please see the response to Line 7a below. The bylaws of the organization specify certain qualifications of the thirteen member Board of Directors. At least nine directors must have their primary residence in a community served by the system. Five directors must be physicians actively engaged in the full time practice of medicine. Five of the directors are appointed to the Board of Directors by virtue of positions held within MSSC, BSHSI and CHS (ex-officio directors). Each of the five ex-officio directors serves as a director of the organization for so long as such person holds his or her respective elected or appointed office in his or her respective founding member organization. Directors serve three-year terms and are limited to three consecutive terms. After an absence of at least one year, directors are again eligible for appointment to the Board of Directors for two consecutive complete terms.”

“The organization is governed by a thirteen member Board of Directors appointed by the founding members. Subject to certain nominating and governance committee approvals, six directors are appointed by the Medical Society of South Carolina (MSSC), Bon Secours Health Systems, Inc. (BSHSI) and one director is appointed by Carolinas Healthcare Systems (CHS). It is the founding members' intent that the members of the organization's Board of Directors are appointed to such positions because they have a willingness to serve the needs of the system as a whole and not the needs of any individual founding member.”

“The following actions shall require the unanimous affirmative approval of all of the founding members: (a) to amend the Articles of Incorporation or by-laws, including without limitation, any change in the corporation's purposes; provided, however, that, subject to the procedures and voting requirements with respect to the admission of non-founding members, Schedule 3.1 may be amended with the approval of two (2) of the founding members to reflect the admission of a non-founding member; (b) to dissolve or liquidate the corporation and to determine the distribution of assets upon dissolution; (c) to merge or consolidate the corporation or to sell, convey, transfer, lease, or otherwise dispose of all or substantially all of its assets; (d) to appoint the President and Chief Executive Officer of the corporation in a manner other than that established within the by-laws; (e) to alter or amend the corporation's ethical performance standards (defined below); or (f) to enter into any material agreement whereby a third party will: (i) become an equity owner in any joint venture with the corporation or any system participant and will not be legally obligated to support the corporation's ethical performance standards; or (ii) manage a substantial part of the facilities, assets, or operations of the system and will not be legally obligated to comply with and support the corporation's ethical performance standards.”

“The 2013 Form 990 was prepared by an independent accounting firm with assistance and oversight by management. Reviews were then conducted by senior management before drafts were sent to each member of the organization's governing body. A transmittal letter accompanied the drafts and provided highlights of the Form 990 to the organization's Board of Directors. After the governing body approved the Form 990 draft, a final version was filed with the Internal Revenue Service.”

“The directors shall complete and return to the secretary an annual statement that each: (a) has received a copy of the conflict of interest policy; (b) has read and understands the policy; (c) agrees to comply with this policy; (d) understands that the policy applies to all committees; and (e) understands that the organization is a charitable organization and must continuously engage primarily in activities which accomplish one or more of its tax-exempt purposes.”

“An independent company, Towers Watson, provides research, advice and guidance to the compensation committee and senior leadership to ensure the organization's compensation programs for executives covered by the "Intermediate Sanctions Legislation" (IRC Section 4958) are aligned with its stated philosophy: Base salaries are targeted at the 50th percentile of the established comparator market; Total cash compensation (base salary plus annual incentive payments) are targeted at the 75th percentile of the established comparator market; Total direct compensation (total cash compensation plus long term incentive payments) will not exceed the 90th percentile of the established comparator market; Benefits are targeted at market median; and In aggregate, base salary, total cash compensation, total direct compensation and benefits comprise total compensation for executives. The compensation committee ensures that executive total compensation is reflective of the organization's stated compensation philosophy. The committee, in this process, authorizes and supports an annual three step process utilizing Towers Watson's resources: 1) Salary levels, annual bonus targets/payments and long term incentive grants are compared rigorously each year with market data based on comparable positions and organizations. A. Comparable organizations are typically not-for-profit healthcare systems with similar operating revenues. Private sector employer data, when available, are also included in the analysis for "transferable skills positions". B. Historically, performance incentive payouts generally track with a normal bonus payout distribution. Incentive goals are primarily based on formally defined quantitative goals approved by the ad hoc Compensation Committee of the RSFH Board of Directors. 2) All recommended pay decisions are tested against these data and the organization's stated compensation philosophy. 3) A formal opinion letter is prepared by Towers Watson, representing that senior executives are compensated within the reasonableness standards mandated by the IRS. A similar process is performed by Towers Watson for the CEO and CFO positions. This letter provides a "safe harbor" for the organization's "directors" relative to the reasonableness of total executive compensation consistent with IRC Section 4958.”

“Photocopies of the Form 990 are available upon request at the organization's administrative office. In addition, recent filings of the Form 990 are available online at www.guidestar.org.”

“The organization's audited financial statements are published annually and are available to the public at www.dacbond.com.”

“The following board members were compensated for services performed for the organization (or a related organization) not in the capacity of their positions on the board. No board member is compensated for his services as a board member. John M. Jordan was compensated by the Medical Society of South Carolina for services as Chief Executive Officer. Stanley Wilson was compensated as an employee for physician services provided to the organization. No part of his compensation was paid for his services to the board. W. Blount Ellison was compensated for medical services rendered to a related organization. Shannon Honney was compensated as an employee for physician services provided to the organization. No part of her compensation was paid for her services to the board. Alison E. Dillon was compensated for medical services rendered to a related organization. Wills C. Geils was compensated for medical services rendered to a related organization.”

“The majority of the grants expense shown on Page 10 of the 990 is an allocation from the parent company, CareAlliance Health Services. All grants meeting disclosure requirements for 2013 have been listed on CareAlliance Health Service's Form 990.”

“Pension and benefits expense allocation from CAHS -3,487,360. Capital and support from Foundation -1,000.”

“The process has not changed from the prior year.”

“Creating Life Changing Moments in our Community The Roper St. Francis 2013 Community Benefit Report Dear Friends, At Roper St. Francis, we believe every moment matters. Each moment of providing excellent care, each smile amongst teammates and every moment spent giving back to our community. Moments of giving back can be found throughout our organization. It's the financial counselor going to a patient's home to help them enroll in Medicaid. It's the energized team of walkers at the Heart Walk coming together to raise awareness and dollars. And it's the nurse donating her own time to help the uninsured at the Barrier Island Free Clinic. In 2013, we gave over $50 million in community benefit. This number represents millions of small moments combined to make an enormous impact on our community. I hope you find the moments of giving detailed in this report as inspiring as I do. Sincerely, David L. Dunlap, FACHE President and Chief Executive Officer * Roper St. Francis uses the Voluntary Hospital Association /Catholic Health Association's standardized community benefit valuation methodology.”

“Our Community Benefit $35,107,560 Charity Care at Cost $6,040,677 Unreimbursed Medicaid Cost $8,475,021 Community Outreach Programs $515,347 Community Investment $50,138,605 Total Community Benefit Expense 6.6% of Roper St. Francis' Net Operating Revenue goes towards Community Benefit A Teaching Moment We believe that feeling good helps you live every moment to the fullest, that's why we at Roper St. Francis are passionate about reaching out beyond the walls of our facilities to support our communities' health. In 2013, we provided 89,262 hours of staff time in support of wellness initiatives that directly touched 107,277 of our neighbors. This includes participating in over 100 community healthfairs. A Moment to Give Back Sponsorships Monetary contributions, volunteering our time and donating equipment are among the many ways we support community organizations and events that are consistent with our mission. In 2013, we provided $515,347 in sponsorships. Trident United Way In 2013, Roper St. Francis employees showed their enormous commitment to our Lowcounty community and donated $370,533 to the Trident United Way. American Heart Association's Heart Walk We walk the walk! Roper St. Francis employees raised $21,600 for the American Heart Association's Heart Walk. A Moment to Serve Barrier Island Free Clinic Roper St. Francis helps serve hundreds of uninsured people via our partnership with the Barrier Island Free Medical Clinic. In 2013, we provided financial support along with free lab and imaging tests. In addition, several of our nurses and doctors volunteer their time at the clinic. Crisis Ministries We create moments of wellness and fellowship through our partnership with Crisis Ministries a place where people can receive a meal, a bed and access to a health clinic. Roper St. Francis sponsors an on-site nurse and makes regular donations of medical equipment, lab tests and medication. We are also supporting the creation of the new health clinic that will open in 2014. East Cooper Community Outreach Roper St. Francis' sponsorship dollars and support helps East Cooper Community Outreach provide case management services, medication assistance and healthcare. Our Lady of Mercy Community Outreach Center Welcoming a new baby into the world is one of life's greatest moments. Roper St. Francis proudly partners with Our Lady of Mercy Community Outreach Center to provide prenatal and wellness care to women in need. A Moment for Advocacy Medicaid Expansion A large part of our mission is providing care to the poor. The Affordable Care Act gives states the option to accept federal funding to expand Medicaid and provide healthcare coverage to many more people. We believe the acceptance of federal funding available for Medicaid expansion is the moral and right thing to do. Mission Days Lowcountry In August of 2013, hundreds of our teammates volunteered at a two day medical clinic for the uninsured. Organized by the South Carolina Hospital Association, and with all local hospitals working together, one thousand people were seen and given primary medical care. Those attending were also put in touch with Tricounty Access Health and other local agencies for follow-up and ongoing care. Community Health Needs Assessment Throughout 2013, Roper St. Francis completed a Needs Assessment for the Tricounty area, utilizing public health data, surveys and focus groups. The assessment identified strategic priorities for our system and an implementation plan was created to address those needs. The six highlighted areas within our scope of care and planning are: Access to Services and Coverage for the Uninsured and Underinsured Access to Mental Health Services Infant Mortality and Maternal and Child Health Prevention Wellness Outreach High Prevalence of Chronic Disease Coordination of Care Across Settings A Moment for Recovery The Roper Rehabilitation Hospital is a 52-bed unique hospital within Roper Hospital that is dedicated to rehabilitation and funct”