Trinity Health System Group

“The sole member of the corporation shall be trinity health system, an ohio nonprofit corporation. The members of the sole member are franciscan services corporation and tri-state health services, inc., both ohio nonprofit corporations ("co-sponsoring members").”

“All trustees are elected by members. Recommendations for appointment to the board of trustees are made by trinity health system board of trustees through its nominating committee. Final approval of each nominee by the co-sponsoring members is required.”

“Trinity health system group has one member, trinity health system. Trinity health system must approve the following actions of the corporation or any of its subsidiaries as a condition before they become effective: 1) merger, consolidation, or substantial sale 2) creation of subsidiaries of affiliation with other entities 3) conveyancing real property or creating liens thereon 4) transfer of personal property, incurring or guaranteeing indebtedness or granting liens in excess of an amount prescribed from time to time by the members 5) approval of corporation or subsidiary trustees and directors based on agreed upon criteria 6) capital expenditures or grants in excess of an amount prescribed from time to time by the members 7) addition or termination of services 8) approval of selection of the slate of candidates for the office of ceo of the corporation or any of its subsidiaries provided, however, that a representative of each member will serve on the selection committee 9) approval of the annual budget and strategic plan for the corporation and its subsidiaries.”

“The 990 tax return for the foundation, health system and group return is reviewed annually with the executive committee of the board. The complete board will be notified the 990 is complete and will be made available to them at their request.”

“Each board member, officer and vice president is required to complete a disclosure of potential conflicts form. Conflicts are defined by the applicable policy, on an annual basis. Each submission is reviewed by the board chair and the system ceo, incorporated into a summary report that is provided to the board, and the individual originals are maintained in each member's board book. Upon the hearing or deliberation of any matter that comes before the board of trustees, the board chair or any individual member of the board can raise a question related to any conflict that they may identify. The board chair, in consultation with the ceo and the full board, will make a determination on the question and the procedure to be followed in the individual case. The board chair, or his designee if the chair is conflicted, will manage the conflict to assure an unbiased and objective discussion and decision.”

“The ceo & cfo's compensation is paid by a related organization, trinity health system. Each executive's compensation is reviewed and approved by the executive committee of the board of trustees. The review is documented in the meeting minutes. The board is provided with salary comparison data, which is prepared by the ohio hospital association each year. An outside firm does a compensation survey that is also provided to the board. This process was last undertaken in 2013.”

“Trinity health system makes its governing documents, conflicts of interest policies or financial statements available to the general public upon request. Financial statements are made available to trinity bondholders upon their request through municipal information repositories.”

“Paul dibiase, john figel, william johns and clyde metzger are compensated by trinity hospital holding company (34-1842025), a subordinate organization of trinity health system group, who does not file their own form 990. Accordingly, compensation has been reported in column d of form 990, part vii.”

“Trinity hospital holding company (34-1842025), a subordinate organization of trinity health system group, files a form 990-t that includes the unrelated business income and expenses shown in this return.”

“Change in pension obligation -9,686,804. Change in interest in foundation net assets -342,685. Transfer from trinity health foundation 364,999.”

“Trinity health system group is included within two group exemption numbers, #5388 for trinity hospital holding company (trinity health system, #34-1818681, parent), and #0928 to the catholic health association and its affiliated organizations, of which it is a subordinate.”