St Joseph'S Medical PC

“St. Joseph's medical, p.c. (st. Joseph's medical) is a new york state professional services corporation which is a tax-exempt captive p.c. The sole shareholder is a senior leader at st. Joseph's hospital health center, a section 501(c)(3), 451 bed acute care hospital. Pursuant to st. Joseph's medical's bylaws, the board of directors of the hospital is required to appoint an oversight and compensation advisory committee ("advisory committee") to make recommendations to the corporation's board of directors on the following issues: (1) implementing and evaluating compensation using national surveys for all physician-employees; (2) implementing and evaluating the corporation's operating and capital budgets; (3) provision of management, administrative and billing services; (4) establishment of additional practice locations; (5) level and quality of community services provided by physician-employees; (6) decisions involving cost efficient operations; (7) long-range planning; and (8) actions required for the corporation to operate in a manner consistent with its charitable purposes and to obtain and maintain its tax-exempt status pursuant to internal revenue code section 501(c)(3). The advisory committee members are appointed by the board of directors (or a designated committee) of st. Joseph's hospital health center (the hospital).”

“The president of the organization is the sole shareholder and director.”

“The sole shareholder has the power to appoint the sole director of the corporation.”

“St. Joseph's medical has an oversight committee that is appointed by the hospital's board of directors. The oversight committee is established by st. Joseph's medical's bylaws. See part vi, section a, line 1 for issues where the committee makes recommendations to the organization.”

“Line 8b is answered "no" because st. Joseph's medical had no committees with authority to act on behalf of the governing body.”

“Prior to filing, the form 990 for st. Joseph's medical is reviewed by management. Each member of the board receives a copy of the return in its final form before it is filed with the internal revenue service.”

“St. Joseph's medical has adopted trinity health's governance policy no. 1, which sets forth the organization's conflict of interest policy and processes. It applies to all "interested persons" of st. Joseph's medical, which includes directors, principal officers, and key employees. Interested persons are expected to discharge their duties in a manner the person reasonably believes to be in the best interests of st. Joseph's medical and to avoid situations involving a conflict of interest. On an annual basis, interested persons are required to complete a conflict of interest disclosure statement and to affirm their receipt of the conflict of interest policy, compliance with its requirements, and agree to notify the organization of changes impacting their annual disclosure in accordance with the policy. The annual disclosures are provided to the integrity and compliance officer, who collaborates with internal legal counsel to assess the conflict and identify a conflict management plan when necessary. Additionally, the integrity and compliance officer along with legal counsel prepares a report for the board chair and ceo. A summary of potential conflicts is reviewed with the board of directors of st. Joseph's medical on a yearly basis. Interested persons are required to make full disclosure to st. Joseph's medical of any financial or business interests that might result in or have the appearance of a conflict of interest. The board of directors of st. Joseph's medical is responsible for the review of transactions to determine whether an actual conflict of interest exists. In the event of an actual conflict, the board will either avoid the conflict or appropriately scrutinize the transaction to ensure it is in the best interests of st. Joseph's medical. Interested persons are required to recuse themselves from discussion and voting on matters involving a conflict of interest. The policy further addresses the proper documentation of the proceedings and potential disciplinary and corrective action for violations of the policy. The policy is available to the public upon request.”

“Questions 15a and 15b are answered "no" because the compensation for certain officers and key management officials of st. Joseph's medical is established by trinity health, a related organization. In establishing certain executives' compensation, trinity health follows a process and policy that is intended to mirror the irc section 4958 guidelines for obtaining a "rebuttable presumption of reasonableness" with regard to compensation and benefits. As part of that process, compensation and benefits are reviewed at least annually by the trinity health board or the trinity health human resources and compensation committee (hrcc) of the board, authorized to act on behalf of the board with respect to certain compensation matters. As part of its review process, the hrcc retains an independent firm experienced in compensation and benefit matters for not-for-profit health care organizations to advise it in the determinations it makes on the reasonableness of proposed compensation and benefits arrangements. For other executives who are not part of the rebuttable presumption process, trinity health and its affiliates' executive teams perform an annual review to determine the appropriateness of the executive's compensation.”

“St. Joseph's medical is a subsidiary organization in the trinity health system. Trinity health makes certain of its key documents available to the public on its website, www.trinity-health.org, in the "about us" section. In this section, the consolidated audited financial statements are publicly available. St. Joseph's medical's governing documents and conflict of interest policy are available upon request.”

“Asset impairment 1,227. Equity gain in unconsolidated affiliates 706,667.”

“St. Joseph's medical's financial statements were included in the fy24 consolidated financial statements of trinity health, which were audited by an independent public accounting firm.”

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