Mount Carmel Health System Foundation

“Mount carmel health system foundation (mchs foundation) directors patrick kelley and phillip shubert have a family relationship.”

“The sole member of mchs foundation is mount carmel health system. See line 7 for additional information.”

“Mount carmel health system is the sole member of mchs foundation. Mount carmel health system has the right to appoint all persons to the board of directors of mchs foundation.”

“As sole member, mount carmel health system must approve certain decisions of the governing body, including the strategic plan, annual capital plan, and annual operating budget. Mount carmel health system must also approve significant changes such as a merger, dissolution, sale of assets in excess of certain limits, and modifications to governing documents. As the parent of the national trinity health system, certain powers are reserved to trinity health corporation. These include the authority to adopt or modify the organization's governing documents, to approve major changes such as a merger or dissolution, and to approve significant finance matters in excess of certain limits established by trinity health corporation.”

“Prior to filing, the form 990 for mchs foundation 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.”

“Mchs foundation 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 mchs foundation, which includes directors, principal officers, key employees, and members of committees with board-delegated powers. Interested persons are expected to discharge their duties in a manner the person reasonably believes to be in the best interests of mchs foundation 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 internal legal counsel and the integrity and compliance officer, from which legal counsel prepares a report for the board chair and ceo. A summary of potential conflicts is reviewed with the board of directors of mchs foundation (or a delegated committee of the board) on a yearly basis. Interested persons are required to make full disclosure to mchs foundation of any financial or business interests that might result in or have the appearance of a conflict of interest. The board of directors of mchs foundation (or a delegated committee of the board) 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 (or a delegated committee of the board) will either avoid the conflict or appropriately scrutinize the transaction to ensure it is in the best interests of mchs foundation. 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 mchs foundation is established by trinity health, a related organization. In establishing system ceo and cfo 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, the compensation and benefits of the system ceo and cfo of mount carmel health system 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 uses a market analysis to determine the appropriateness of the executive's compensation.”

“Mchs foundation 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. Mchs foundation's governing documents and conflict of interest policy are available upon request.”

“Barbara hahl, csc is a member of the congregation of the sisters of the holy cross. Having taken a vow of poverty, sister barbara did not receive compensation for the services she provided to mount carmel health system except for insurance benefits of $7,253. Instead, a total of $294,285 was paid by mount carmel health system to the sisters of the holy cross for sister barbara's services.”

“Equity transfer from affiliate 4,253,280.”

“Mchs foundation's financial statements were included in the fy19 consolidated financial statements of trinity health, which were audited by an independent public accounting firm.”