Trinity Health System Group

“Pursuant to article v, section 7 of the code of regulations of trinity health system group, the executive committee is composed of the board chair, the board vice chair, and the president, each of whom shall serve as a voting member of the executive committee. The executive committee shall consist of only directors of the corporation. Pursuant to appendix a of the corporation's code of regulations, 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 code of regulations of trinity health system group, the entity's sole member is trinity health system, an ohio nonprofit organization. The members of the sole member are sylvania franciscan health, an ohio nonprofit organization and commonspirit health, a colorado nonprofit organization.”

“The members of the governing body shall consist of the members of the corporate member's governing body. Directors of the corporate member, and therefore of the filing organization, shall be appointed by the parent corporation no later than june 30 of each year. Prior to each annual meeting of the parent corporation, or such other meeting called for the purpose of appointing directors of the corporation, the governance committee shall select and submit to the board a slate of nominees qualified to serve on the board. The board shall review the names and qualifications of each individual on the recommended slate and shall vote to accept or refuse each nominee. The names and qualification of each individual accepted by the board shall then be submitted to the parent corporation, who shall then appoint or refuse each nominee with the recommendation of the president health system delivery and chief operating officer or other designee. Notwithstanding anything in this code of regulations to the contrary, the parent corporation may unilaterally appoint one or more individuals to the board should the board fail to furnish the parent corporation with a list of individuals qualified to serve on the board in accordance with this section.”

“Trinity health system group has one corporate 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.”

“Once the return is prepared, the form 990 and accompanying schedules were made available to all trustees either electronically or by hard copy, depending upon the trustees preference, before the company finalized and sent the documents to the irs. This draft was also available at the administrative offices of the reporting entity for trustees' review before the final form 990 and accompanying schedules were finalized and sent to the irs. The review was under the direction of the cfo and/or external tax return preparers if requested by the trustees. Subsequent to the return being provided to the board, the tax return preparer 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. The policy applies to the following persons ("covered persons"): members of the commonspirit health ("commonspirit") board of stewardship trustees and its committees; commonspirit health corporate officers; members of the dignity health board of stewardship trustees and its committees. In addition, the policy applies to organizations that were affiliates and subsidiaries of commonspirit health prior to its affiliation with dignity health ("chi entities"). Covered persons of chi entities include: members of any chi entity direct affiliate or subsidiary board and their committees; employees of chi entities; and chi entity researchers (as defined by the policy). Disclosure, review and management of perceived, potential or actual conflicts of interest are accomplished through a defined coi disclosure review process. All covered persons are required to disclose actual or potential conflicts and must disclose that conflict to his/her direct manager (or other person as is appropriate per policy). Such disclosure is required on a transactional basis at the time such conflicts arise, when an individual becomes a covered person (e.g. Upon hiring or board appointment), and annually thereafter. Disclosures of perceived, potential or actual conflicts are initially reviewed by national or regional legal or corporate responsibility team members to determine whether an actual or potential conflict may exist. If it is determined that a potential or actual conflict exists, issues are elevated to the board executive committee or board chair (for board or officer conflicts), or the conflicts of interest review committee (for any other conflict). The procedures for addressing a conflict related to a proposed transaction in the case of governing bodies or a corporate officer include, but are not limited to 1) disclosure to the board, 2) the trustee or corporate officer being excused from the meeting during discussion and vote on the conflict of interest (although he or she may respond to pertinent questions if the knowledge is relevant), and 3) board approval of the transaction by a majority of disinterested members. In addition, boards carefully review and scrutinize any non-transactional conflicts of interest. In such circumstances, by a majority vote of the disinterested trustees, the board takes whatever action is deemed appropriate. For conflicts not involving a board member or officer, the conflicts of interest review committee ("c-circ") will facilitate a coi management plan to mitigate the conflict if adequate controls aren't already in place. 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.”

“An external compensation consultant reviews annually the base salary, total cash, and total remuneration, as compared to market, for those identified as officers/key employees. This review is to determine reasonableness of the compensation. The organization's ceo is employed by trinity health system with salary then charged to trinity health system group.”

“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.”

“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. Form 990, part v, line 3b trinity health system - trinity east (ein 34-0714474), trinity health system - trinity west (ein 34-0875691), and trinity hospital holding company (ein 34-1842025) are subordinate organizations of trinity health system group. Each of the subordinates files its own 990-t.”

“Pension valuation - $(3,634,343) chi capital resource pool assessment - $(1,463,008) ------------ total $(5,097,351)”

“Description:purchased services total fees:13369587”

“Description:other fees for services total fees:12038617”

“Description:contract labor total fees:5080273”

“Description:contract services total fees:3393456”

“Description:consulting total fees:572085”