Trinity Health Foundation

“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").”

“The trinity health system board of trustees currently consists of eight members. Each member is elected to three-year terms and is eligible to serve a maximum of four consecutive terms, or 12 years, but must be re-elected to each successive term. Prospective board members are selected by a nominating committee of the board and are eligible for nomination based upon certain criteria adopted by the board. Those eligible for nomination are voted upon by the sitting board. Those prospective members chosen by the foundation board are forwarded to the trinity health system board of trustees for their endorsement. If approved at this level, the names are submitted to the boards of the co-sponsoring members, tri-state health services, inc., and sylvania franciscan services corporation, for final approval. This same process is followed for reappointment for the succeeding terms for each foundation board member.”

“Trinity health foundation 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.”

“Trinity health foundation makes its governing documents, conflict of interest policies and financial statements available to the general public upon request.”

“The committee that assumes responsibility for oversight of the audit and selection of the independent accountant has not changed its oversight process or selection process from the prior year.”

“Trinity health foundation 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.”