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 return is reviewed by the chief financial officer. Subsequent to the cfo's review, the tax department 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 cfo.”

“The organization has a conflicts of interest ("coi") policy (the "policy") in place to protect the interests of commonspirit health ("commonspirit") in circumstances that may result in a conflict between personal interests of a person and the interests of the organization and those it serves. Commonspirit's coi policy applies to commonspirit, its direct affiliates and subsidiaries and any related entity the governing documents of which require the entity to comply with commonspirit policy (collectively the "system entities"). The following persons are required to disclose actual or potential conflicts of interest at least annually (via a formal system-administered survey) if the person's affiliation with commonspirit continues: - members of corporate and community boards of system entities - members of committees of corporate and community boards of system entities - members of the executive leadership team ("elt") of commonspirit - corporate officers of system entities - key employees and highest compensated employees as specified by the internal revenue service for form 990 purposes who are not otherwise included in the categories above - employees of system entities at the vice president level and above - all individuals engaged in research at institutions owned or operated by a system entity - select employees as determined from time to time by leadership disclosure, review, and management of perceived, potential, or actual conflicts of interest are accomplished through a defined coi disclosure review process. Each person is required to promptly and fully disclose any situation or circumstance that may create a conflict of interest as soon as she/he becomes aware of it. In addition, at the inception of an individual's relationship with commonspirit (e.g. Hiring, board appointment), and for certain positions, annually thereafter, written conflict of interest disclosure forms must be completed. A failure to disclose may result in disciplinary or corrective actions. Reported potential or actual conflicts of interest are initially reviewed by legal, corporate responsibility or research integrity staff. If necessary, a conflict of interest management plan is developed, which plan shall be subject to acceptance by the appropriate direct manager, supervisor, medical staff office, board or board committee (for board, board committee, elt or corporate officer conflicts), or other appropriate individual or body. Once accepted, the conflict of interest management plan is communicated to the person with the actual or potential conflict and the individual must conduct themselves in conformity with the plan. In the event that a transactional conflict interest arises in connection with a system entity board meeting, the conflicted individual must disclose that conflict prior to or at the beginning of the meeting in which the matter is to be considered. The conflicted individual is excluded from voting on the transaction and is prohibited from using personal influence with respect to the matter, but is not prohibited from providing input if requested to do so.”

“For leadership positions with substantial influence (including the president/ceo), compensation is reviewed by an independent group using comparability data and recommendations are presented to the organization's executive committee for approval of base pay increases and incentive achievement. The documentation of the deliberations includes (a) the terms of the agreement approved and the date approved; (b) the members of the committee who were present during discussion of the approved agreement and those who voted on it; and (c) the comparability data obtained and relied upon by the committee and how the data was obtained. Compensation for other officers and key employees of the organization is established by commonspirit health compensation using external compensation surveys or studies containing comparable data for similarly situated organizations, both taxable and tax exempt for similar job responsibilities.”

“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.”

“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, when required.”

“Other fees for services: program service expenses 10,491,389. Management and general expenses 541,608. Fundraising expenses 0. Total expenses 11,032,997. Consulting: program service expenses 292,720. Management and general expenses 15,406. Fundraising expenses 0. Total expenses 308,126. Contract services: program service expenses 8,778,725. Management and general expenses 975,414. Fundraising expenses 0. Total expenses 9,754,139. Contract labor: program service expenses 6,767,183. Management and general expenses 356,168. Fundraising expenses 0. Total expenses 7,123,351. Purchased services: program service expenses 14,990,143. Management and general expenses 788,955. Fundraising expenses 0. Total expenses 15,779,098.”

“Impairment loss on goodwill -210,000.”