Slcc Inc

“Melinda estes, md, charles robb, and christopher lipp have a business relationship because they are directors, officers, and/or employees of the same affiliated tax-exempt organization.”

“The sole corporate member is saint luke's health system, inc., a 501c3 tax exempt affiliate.”

“The sole corporate member has rights to elect the majority of the governing board.”

“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.”

“The 990 is prepared jointly by accounting staff of the entity and saint luke's health system (system) tax staff. The return is reviewed by the entity's cfo or ceo before filing. A summary of key 990 information was presented to the audit committee of the system board of directors and the 990 draft was made available to the committee for review. The 990 was provided to the organization's board members before filing with the irs.”

“The filing organization has a comprehensive written conflict of interest policy 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. A report is provided to the audit committee of the system board of directors.”

“A committee of slcc's board of directors reviews and approves compensation for the top management executive and all employed physicians. The saint luke's health system board of directors' physician contract review committee also reviews and approves the top management executive and physician compensation for slcc. Independent, external directors serve on both the slcc and slhs physician contract review committee. The board committees' actions are contemporaneously documented. This process satisfies the rebuttable presumption procedure. Directors are not compensated for services as a director.”

“The organization's articles of incorporation and amendments thereto are available to the public through the secretary of state. The organization is included in the consolidated financial statements of saint luke's health system inc that are available to the public through emma. The organization's other governing documents and conflicts of interest policy are not made available to the public.”

“Although a minority of the organization's governing board members are independent, the filing 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.”

“Melinda estes and charles robb did not receive compensation for duties as a director or officer of the filing organization but received compensation from related organizations for services rendered to the related organizations. Christopher lipp received compensation for services rendered to the filing and related organizations.”

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

“Pension liability transfer to slhs -120,701. Rounding -4.”