St. Clare Commons

“The organization's top management official's compensation was paid by Catholic Health Initiatives ("CHI"), a related organization. CHI had a defined compensation philosophy. Both the executive and non-executive compensation structures and ranges were reviewed annually in comparison to market data. Catholic Health Initiatives used Korn Ferry as the independent third party to assess executive compensation programs and to ensure the reasonableness of actual salaries and total compensation packages. Compensation of the senior most executives was reviewed annually. Korn Ferry reviewed both cash and total compensation for overall reasonableness, for adherence to Catholic Health Initiatives' compensation philosophy, and for comparability to the not-for-profit healthcare market. This independent review was delivered by Korn Ferry to the CHI HR committee of the Board of Stewardship Trustees annually at their September meeting and minutes shared with the full board at the December meeting. The last review was September 25, 2018. In addition, Korn Ferry completed a comprehensive review of all positions at the level of vice president and above in the fall of 2014 to determine and validate appropriate compensation levels. These levels were reviewed annually and revised based on market data, where applicable.”

“During the tax year ended 6/30/2019, no officers, directors or trustees received compensation from the organization. Any executive compensation paid to officers, directors or trustees by related organizations was set by the related organization's compensation committee utilizing both an independent consultant and comparability studies to determine compensation. Therefore, these questions are more appropriately answered as N/A.”

“2. Matters elevated to the executive committee or board chair: a) Determination of existence of conflict - the board chair or his or her designee performs any further investigation of any conflict of interest disclosures as he or she may deem appropriate. If the conflict involves the board chair, the vice chair assumes the chair's role outlined in the COI policy. Based on review and evaluation of the relevant facts and circumstances, the board chair makes an initial determination as to whether a conflict of interest exists and whether, pursuant to the COI policy, review and approval or other action by the board is required. A written record of the board chair's determination, including relevant facts and circumstances, is made. The board chair then makes an appropriate report to the executive committee of the board concerning the COI review, evaluation and determination. If a difference of opinion exists between the board chair and another trustee as to whether the facts and circumstances of a given situation constitute a conflict of interest or whether board review and approval or other action is required under the COI policy, the matter is submitted to the board's executive committee, which makes a final determination as to the matter presented. That determination, including relevant facts and circumstances, is reflected in the executive committee minutes and is reported to the board. b) Board evaluation of transactions involving an officer / board member conflict of interest - I. The board carefully scrutinizes and must in good faith approve or disapprove any transaction in which CHI or a CHI entity is a party and in which the trustee or a corporate officer either: 1. Has a material financial interest; or 2. Is a trustee or corporate officer of the other party (other than a CHI affiliated organization). II. The board must approve the transaction by a majority of the trustees on the board (not counting any interested trustee). In reviewing such transactions between CHI or CHI entities and vendors or other contractors who are, or are affiliated with, trustees or corporate officers, the board acts no more or less favorably than it would in reviewing transactions with unrelated third parties. The transaction is not approved unless the board determines that the transaction is fair to CHI or the CHI entity. III. A conflicted trustee or corporate officer is not permitted to use his or her personal influence with respect to the approval or disapproval of the conflicted transaction. However, if requested, such trustee or corporate officer is not prevented from briefly stating his or her position in the matter, nor from answering pertinent questions from trustees, as his or her knowledge may be relevant. The trustee or corporate officer is excused from the meeting during discussion and vote on the conflict of interest. c) Board evaluation of non-transactional conflicts - I. The board carefully reviews and scrutinizes any non-transactional conflict of interest (e.g., disclosure of nonpublic information, competition with CHI or a CHI entity, failure to disclose a corporate opportunity, excessive gifts or entertainment, etc.). II. In such circumstances, by a majority vote of the disinterested trustees, the board takes whatever action is deemed appropriate with respect to the trustee or corporate officer under the circumstances (including possible disciplinary or corrective action) to best protect the interests of CHI or the CHI entity. The board is encouraged to consult with the general counsel of CHI or his or her designee when considering disciplinary or corrective action. III. The conflicted trustee or corporate officer is not permitted to use his or her personal influence with respect to the conflict matter. However, if requested, such trustee or corporate officer is not prevented from briefly stating his or her position in the matter, nor from answering pertinent questions from trustees, as his or her knowledge may be relevant. The”

“Pursuant to section 8.6 of the bylaws of st. Clare commons, the executive committee is composed of only directors of the corporation and shall be composed of the chairperson of the board, the vice chairperson of the board, and the president, each of whom shall serve as an ex officio voting member of the executive committee. Each individual appointed to the executive committee shall serve for a term of one (1) year or until his or her successor is duly appointed by the board of directors. Pursuant to section 8.1 of the corporation's bylaws, committees, such as the executive committee, that are granted the authority to act on behalf of the board of directors may include only directors of the corporation. Further, pursuant to section 8.6 of the corporation's bylaws, the executive committee has and may exercise such powers as may be delegated to it by the board of directors. The executive committee also possesses the power to transact routine business of the corporation in the interim period between regularly scheduled meetings of the board of directors.”

“According to the bylaws of st. Clare commons, the entity's sole member is chi living communities, an ohio nonprofit corporation.”

“According to the organization's bylaws, directors shall be appointed or refused by the corporate member. The corporate member may appoint one or more individuals to the board of directors, and may at any time remove, with or without cause, any member of the board of directors. According to the organization's bylaws, directors of the corporation shall be appointed by the corporate member no later than June 30 of each year. The names and qualifications of each individual accepted by the board of directors shall be submitted to the corporate member, who shall appoint or refuse each nominee in accordance with the corporate member's bylaws and with endorsement of the senior vice president of operations. The corporate member may unilaterally appoint one or more individuals to the board of directors should the board fail to furnish the corporate member with a list of individuals qualified to serve on the board of directors of the corporation.”

“The organization's corporate member is CHI Living Communities. Pursuant to Section 5.4 of the organization's bylaws, both CHI Living Communities and CommonSpirit Health (CHI Living Communities' sole corporate member) have reserved powers as outlined in the CommonSpirit Health governance matrix. Pursuant to the governance matrix the following rights are held by the CHI Living Communities Board: * Approve members of the organization's board * Amendment of the corporate documents of the organization * Approve removal of a member of the governing body of the organization * Adoption of long range and strategic plans for the organization The following rights are reserved to the CommonSpirit Health Board directly or through powers delegated to the CommonSpirit Health Chief Executive Officer: * Substantial change in the mission or philosophy of the organization * Removal of a member of the governing body of the organization * Approval of issuance of debt by the organization * Approval of participation of the organization in a joint venture * Approval of formation of a new corporation by the organization * Approval of a merger involving the organization * Approval of the sale of all or substantially all of the assets of the organization * To require the transfer of assets by the organization to CommonSpirit Health to accomplish CommonSpirit Health's goals and objectives, and to satisfy CommonSpirit Health debts. Pursuant to Section 5.5 of the organization's bylaws, CHI Living Communities or CommonSpirit Health may, in exercise of their approval powers, grant or withhold approval in whole or in part, or may, in its complete discretion, after consultation with the Board and its President and the Chief Executive Officer of the organization, recommend such other or different actions as it deems appropriate.”

“The process of reviewing the form 990 entails a detailed review by the organization's accounting department. The governing body receives an electronic copy of the form 990 including requested schedules, as ultimately filed with the IRS, for review prior to filing with the IRS. Subsequent to the return being provided to the board, the tax department files the return with the appropriate federal and state agencies, making any non-substantive changes necessary to effect e-filing. Any such changes are not re-submitted to the board.”

“The organization has a conflicts of interest ("COI") policy (the "policy") in place to maintain the integrity of its activities. Through February 7, 2019, conflicts were administered solely through Catholic Health Initiatives' ("CHI") Governance Policy No. 1 (described below). On February 8, 2019, in connection with the alignment of the Catholic Health Ministries of CHI and Dignity Health, the CommonSpirit Health Board of Stewardship Trustees approved CommonSpirit Health Corporate Responsibility Policy No. G-001, a CommonSpirit Health conflicts of interest policy. This policy stipulates that, at minimum, the pre-closing CHI COI policies and pre-closing Dignity Health COI policies identify the individuals that are covered under the new policy. In addition, subject to certain exceptions, pre-closing CHI COI policies shall continue to apply to the CHI entities and the individuals who were subject to the Pre-Closing CHI COI policies; and the Pre-Closing Dignity Health COI policies shall continue to apply to the Dignity Health entities and the individuals who were subject to the Pre-Closing Dignity Health COI policies. Until CommonSpirit Health adopts a single process for identifying and managing conflicts of interest for all system entities, the following individuals shall be subject to the Pre-Closing CHI COI policies from and after the effective date of Corporate Responsibility Policy No. G-001: 1. Members of the CommonSpirit Health Board of Stewardship Trustees and members of the committees of the Board of Stewardship Trustees; 2. Corporate officers of CommonSpirit Health; 3. Members of the Board of Directors of Dignity Health and members of the committees of the Board of Directors of Dignity Health. CHI Governance Policy No. 1: The policy applies to the following persons: members of the CHI board of stewardship trustees and its committees; members of any CHI direct affiliate or subsidiary (each a CHI entity) board and their committees; employees of CHI entities, and all CHI researchers (as defined in the policy). Disclosure, review and management of perceived, potential or actual conflicts of interest are accomplished through a defined COI disclosure review process. A. Disclosure obligations: 1. Ongoing: Each person is required to promptly and fully disclose to his/her direct manager, supervisor, medical staff office, board or board committee chair any situation or circumstance that may create a conflict of interest. The person must disclose the actual or potential conflict as soon as she/he becomes aware of it. In any situation in which the person is in doubt it is expected that full disclosure be made to permit an impartial and objective determination as to the existence of a conflict. 2. Periodic written: In addition to the ongoing disclosure obligation, periodic written conflict of interest disclosure forms must be completed as follows: a) Initially: 1) Upon hiring (employees), 2) Appointment (board / committee members), 3) Upon consideration of affiliation with research sponsor (researchers). b) Annually: 1) Board / committee members, 2) Employees at the level vice president or above, 3) Researchers, 4) Supply chain employees at the level of vice president and above and those employees involved in contracting regardless of employment level, 5) Other employees as determined by CommonSpirit Health leadership. 3. Failure to disclose - an individual who fails to disclose a perceived, potential, or actual conflict of interest, or all material facts surrounding an actual or potential conflict or fails to abide by the final decision regarding the conflict may be subject to disciplinary or corrective actions such as termination of employment, removal from a board or committee, loss or restriction of clinical privileges, or restrictions on research activities in accordance with applicable laws, regulations, rules, contracts, and bylaws. B. Conflicts review: 1. No disclosed conflicts: In the absence of perceived, potential or actua”

“The organization's financial statements, conflict of interest policy and governing documents are available to the public upon request. The organization's financial statements are included in CommonSpirit Health's consolidated audited financial statements that are available at www.commonspirit.org or www.catholichealthinitiatives.org.”

“Other Miscellaneous Revenue - Total Revenue: 1439, Related or Exempt Function Revenue: , Unrelated Business Revenue: , Revenue Excluded from Tax Under Sections 512, 513, or 514: 1439;”

“Other Fees for Services - Total Expense: 841175, Program Service Expense: 799116, Management and General Expenses: 42059, Fundraising Expenses: 0; Purchased Services - Total Expense: 508019, Program Service Expense: 482618, Management and General Expenses: 25401, Fundraising Expenses: 0; Contract Labor - Total Expense: 8087, Program Service Expense: 7683, Management and General Expenses: 404, Fundraising Expenses: 0; Consulting - Total Expense: 2486, Program Service Expense: 2362, Management and General Expenses: 124, Fundraising Expenses: 0;”