Chi Health Connect at Home - Fargo

“The document retention and destruction policy is more of an operational policy. These types of policies usually do not go to the board of directors. This has not been adopted by the board of directors.”

“b) If it is determined that a potential or actual conflict may exist, I. In the case of board or committee members or officers, issues are elevated to the executive committee of the board or board chair. II. In the case of other persons, conflicts issues are elevated to the conflicts of interest review committee ("C-CIRC"). C. Conflicts determination and management: 1. Matters elevated to C-CIRC: a) The C-CIRC determines whether a disclosed or otherwise identified interest is a conflict of interest. If the C-CIRC determines that a COI exists, and adequate controls are not in place to mitigate the conflict, the C-CIRC facilitates development of a COI management plan designed to mitigate the conflict. Designated entity staff are responsible for monitoring the COI management plan and for documenting monitoring activities. Notwithstanding the foregoing, at its sole discretion, an entity may reject a person's request to enter into the relationship in question, or require the relationship be sufficiently altered to avoid a potential conflict of interest. b) Appeal - if a person does not agree with a determination made by the C-CIRC, its interpretation of the COI policy, still seeks an exemption or exception, or seeks further clarification of the C-CIRC 's decision, the individual may appeal the decision through his or her manager for reconsideration by the C-CIRC, and the C-CIRC will review and issue a final determination based upon any new or additional information presented. 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 confli”

“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.”

“Pursuant to section 8.4 of the bylaws of chi connect at home - fargo, the standing committees of the board of directors includes an executive committee and such other standing committees as may be established by the board of directors from time to time. Pursuant to section 8.2 of the bylaws of chi connect at home - fargo, each committee shall have the authority of the board of directors in the management of the business of the corporation to the extent provided in resolution establishing such committee. Committees are subject at all times to the direction and control of the board of directors. Any committee composed of persons, one or more of whom are not directors, shall act solely in an advisory capacity to the board. No committee of the board shall have authority to exercise powers reserved to the corporate member or to exercise powers that cannot be delegated to a committee under the laws of the state of minnesota.”

“According to the bylaws of CHI HEALTH CONNECT AT HOME-FARGO, THE ENTITY'S SOLE MEMBER IS COMMONSPIRIT HEALTH, A COLORADO 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. 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 EXECUTIVE 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. (CHCF Reserved Rights) Except as otherwise provided in the Corporation's Articles of Incorporation or the laws of the State of organization, Catholic Health Care Federation ("CHCF") shall have such rights as are reserved to the Corporate Member, acting in its capacity as the membership body of CHCF, under the Governance Matrix.”

“THE ORGANIZATION'S CORPORATE MEMBER IS COMMONSPIRIT HEALTH. PURSUANT TO SECTION 5.4.1 OF THE ORGANIZATION'S BYLAWS, THE CORPORATE MEMBER SHALL HAVE THE SPECIFIC RIGHTS SET FORTH IN THE GOVERNANCE MATRIX. PURSUANT TO THE GOVERNANCE MATRIX 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 CHI HEALTH CONNECT AT HOME - FARGO; AMENDMENT OF THE CORPORATE DOCUMENTS OF CHI HEALTH CONNECT AT HOME - FARGO; APPROVE MEMBERS OF THE CHI HEALTH CONNECT AT HOME - FARGO BOARD; REMOVAL OF A MEMBER OF THE GOVERNING BODY OF CHI HEALTH CONNECT AT HOME - FARGO; APPROVAL OF ISSUANCE OF DEBT BY CHI HEALTH CONNECT AT HOME - FARGO; APPROVAL OF PARTICIPATION OF CHI HEALTH CONNECT AT HOME - FARGO IN A JOINT VENTURE; APPROVAL OF FORMATION OF A NEW CORPORATION BY CHI HEALTH CONNECT AT HOME - FARGO; APPROVAL OF A MERGER INVOLVING CHI HEALTH CONNECT AT HOME - FARGO; APPROVAL OF THE SALE OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF CHI HEALTH CONNECT AT HOME - FARGO; TO REQUIRE THE TRANSFER OF ASSETS BY CHI HEALTH CONNECT AT HOME - FARGO TO COMMONSPIRIT HEALTH TO ACCOMPLISH COMMONSPIRIT HEALTH'S GOALS AND OBJECTIVES, AND TO SATISFY COMMONSPIRIT HEALTH'S DEBTS. ADOPTION OF LONG RANGE AND STRATEGIC PLANS FOR CHI HEALTH CONNECT AT HOME - FARGO. PURSUANT TO SECTION 5.5.2 OF THE ORGANIZATION'S BYLAWS, COMMONSPIRIT HEALTH MAY, IN EXERCISE OF ITS APPROVAL POWERS, GRANT OR WITHHOLD APPROVAL IN WHOLE OR IN PART, OR MAY, IN ITS COMPLETE DISCRETION, AFTER CONSULTATION WITH THE BOARD AND THE EXECUTIVE DIRECTOR OF THE ORGANIZATION, RECOMMEND SUCH OTHER OR DIFFERENT ACTIONS AS IT DEEMS APPROPRIATE. (CHCF Reserved Rights) Except as otherwise provided in the Corporation's Articles of Incorporation or the laws of the State of organization, Catholic Health Care Federation ("CHCF") shall have such rights as are reserved to the Corporate Member, acting in its capacity as the membership body of CHCF, under the Governance Matrix.”

“No review was or will be conducted.”

“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”

“Market data for key positions for the entity was gathered from multiple salary survey sources. A review of the data and a recommendation was made by the director, hr business practices to the division vice president of human resources. Final approval of compensation was obtained by the senior vp of the fargo operating division. These determinations are reviewed by human resources and brought to the board of directors, wherein they have an opportunity for questions and/or to express any concerns.”

“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.”

“In fiscal year 2019, CHI Health Connect at Home-Fargo's total community benefit was $329,578 serving 6,374 people, of which $165,074 of unpaid costs serving 77 patients participating in ND and MN state Medicaid programs. During FY19 we discontinued operational and revenue cycle management for the home health/hospice in Pendleton and due to constant NPSR and significantly less non patient revenues, with a slight increase in overall expenses, EBIDA for the year ended at only a positive $18K, down from plan, yet expect EBIDA to be higher in FY20 and achieve budget. CHI Health Connect at Home-Fargo has been in operations as a stand-alone home health & hospice business for 8 and half years, originally starting with 10 separate agency locations across ND, MN and SD. Of those 10, 4 were consolidated into 1, 1 was sold along with their hospital, 1 returned to operate with their hospital and in FY16, we added the Bismarck home health and hospice that was previously part of the St. Alexius Medical Center. We currently have a total of 6 agencies, 2 in MN (Albany and Breckenridge) and 4 in ND (Dickinson, Williston, Valley City & Bismarck). With the addition of Bismarck, we now serve more than 1/2 of the entire state of North Dakota. For FY19, we reported community benefit and served under the state Medicaid programs in all 6 locations. Most of the remaining community benefit offered from all locations was for bereavement and grief support groups for hospice, education to nursing students as well as varied types of community education such as participating in health fair events, speaking engagements, etc. We donated $2K to the Indigenous Peoples Hospital in the Philippines for the 2nd year in a row and hope to be able to continue to do this annually. We also expanded our business offerings in FY19 to include community based palliative care services in Williston in October 2019, as well as in Valley City and Dickinson during Q4. Palliative care is treatment aimed at relieving symptoms associated with serious illnesses to help improve the patient's quality of life. We offer these services with no current reimbursement and will begin offering at our other locations in FY20. Our business offerings are home health, hospice and now palliative care and we continue to operate almost entirely in rural ND and MN, serving patients who live in small communities and reside perhaps dozens of miles from the closest healthcare facility. Our responsibility to these small communities and its citizens to make sure they are aware of our services and how they can help improve their health is fundamental in how we carry out the Mission, Vision and Values of Catholic Health Initiatives with our work. CHI Health Connect at Home -Fargo is a nonprofit, tax exempt facility that takes all necessary measures to be compliant with all legislation in healthcare in determining what to report, how to report, as well as focusing on what each individual community may need. As we are spread across several communities with differing needs, we continue to explore what support we are offering to be sure we're best serving the patients where we live. We will continue our efforts toward financial stability, positive margins and increased cash flow to insure we can keep increasing community support.”

“As an affiliate of CommonSpirit Health, we make the healing presence of God known in our world by improving the health of the people we serve, especially those who are vulnerable, while we advance social justice for all. TO FULFILL THIS MISSION, THE CORPORATION, AS A VALUES-BASED ORGANIZATION, WILL ASSURE THE INTEGRITY OF THE MINISTRY IN BOTH CURRENT AND DEVELOPING ORGANIZATIONS AND ACTIVITIES; RESEARCH AND DEVELOP NEW MINISTRIES THAT INTEGRATE HEALTH, EDUCATION, PASTORAL, AND SOCIAL SERVICES; PROMOTE LEADERSHIP DEVELOPMENT AND FORMATION FOR MINISTRY THROUGHOUT THE ENTIRE ORGANIZATION; ADVOCATE FOR SYSTEMIC CHANGES WITH SPECIFIC CONCERN FOR PERSONS WHO ARE POOR, ALIENATED, AND UNDERSERVED; AND STEWARD RESOURCES BY GENERAL OVERSIGHT OF THE ENTIRE ORGANIZATION.”