Trinity Health Foundation

“The board chair or designee shall make such further investigation of any conflict of interest disclosures as he or she may deem appropriate. If the conflict involves the board chair, the vice chair will assume the chair's role outlined in the coi policy. Based on review and evaluation of the relevant facts and circumstances, the board chair will make an initial determination as to whether a conflict of interest exists and whether, pursuant to the coi policy, review and approval or other action by the board is required. A written record of the board chair's determination, including relevant facts and circumstances, will be made. The board chair shall then make an appropriate report to the executive committee of the board concerning such review, evaluation and determination. If a difference of opinion exists between the board chair and another trustee as to whether the facts and circumstances of a given situation constitute a conflict of interest or whether board review and approval or other action is required within the coi policy, the matter shall be submitted to the board's executive committee, which shall make a final determination as to the matter presented. Such determination, including relevant facts and circumstances, will be reflected in the executive committee minutes and will be reported to the board. The board shall carefully scrutinize and must in good faith approve or disapprove any transaction in which chi or a chi entity is a party and in which the trustee or corporate officer either: * has a material financial interest; or * is a trustee or corporate officer of the other party (other than a chi-affiliated organization). The board must approve the transaction by a majority of the trustees on the board, without counting the vote of any individual who has an interest in the transaction. In reviewing such transactions between chi or chi entities and vendors or other contractors who are, or are affiliated with, trustees or corporate officers, the board shall act no more or less favorably than it would in reviewing transactions with unrelated third parties. The transaction will not be approved unless the board determines that the transaction is fair to chi or the chi entity. The board shall carefully review and scrutinize any non-transactional conflict of interest (e.g., disclosure of nonpublic information, competition with chi or a chi entity, failure to disclose a corporate opportunity, excessive gifts or entertainment, etc.). By a majority vote of the disinterested trustees, the board shall take whatever action is deemed appropriate with respect to the trustee or corporate officer under the circumstances, including possible disciplinary or corrective action, in order to best protect the interests of chi or the chi entity. The board should consult with the general counsel of chi or his or her designee when considering disciplinary or corrective action. When any conflict of interest is considered by the board, the trustee or corporate officer, as appropriate, must disclose all of the material facts to the board. The trustee shall not vote and the trustee or corporate officer shall not use his or her personal influence on the matter. However, if requested, such trustee or corporate officer is not prevented from briefly stating his or her position in the matter, nor from answering pertinent questions from trustees, as his or her knowledge may be of significant importance. The trustee or corporate officer shall be excused from the meeting during discussion and vote on the conflict of interest. Minutes of the board shall reflect the following: the individual making the disclosure, the nature of the disclosure, discussion regarding any proposed transaction, the decision made by the board, and that the interested trustee or corporate officer was excused during the discussion, and that the interested trustee abstained from voting. If the board reasonably believes that a trustee or corporate officer has failed to disclose ei”

“During the tax year ended 6/30/2018, no officers, directors or trustees received compensation from the organization. Any executive compensation paid to officers, directors or trustees by related organizations was set by the related organization's compensation committee utilizing both an independent consultant and comparability studies to determine compensation. Therefore, these questions are more appropriately answered as n/a.”

“Pursuant to the bylaws of trinity health foundation, the executive committee is composed of the board chair, the board vice chair, the president and ceo, each of whom shall serve as an ex officio voting member of the executive committee, and two voting members appointed by the board of directors. Each individual appointed to the executive committee shall serve for a term of one year or until his or her successor is duly appointed by the board of directors. The executive committee shall consist of only directors of the corporation. Pursuant to the corporation's bylaws, committees, such as the executive committee, that are granted the authority to act on behalf of the board of directors may include only directors of the corporation. Further, pursuant to the corporation's bylaws, 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 bylaws of trinity health foundation the entity's sole corporate member is trinity health system, an ohio nonprofit corporation.”

“According to the organization's bylaws, directors shall be appointed or refused by the corporate member. The corporate member may appoint one or more individuals to the board of directors, and may at any time remove, with or without cause, any member of the board of directors. According to the organization's bylaws, directors of the corporation shall be appointed by the corporate member no later than june 30 of each year. The names and qualifications of each individual accepted by the board of directors shall be submitted to the corporate member, who shall appoint or refuse each nominee in accordance with the corporate member's bylaws and with endorsement of the senior vice president of operations. The corporate member may unilaterally appoint one or more individuals to the board of directors should the board fail to furnish the corporate member with a list of individuals qualified to serve on the board of directors of the corporation. (chcf reserved rights) except as otherwise provided in the corporation's articles of incorporation or the laws of the state of organization, catholic health care federation ("chcf") shall have such rights as are reserved to the corporate member, acting in its capacity as the membership body of chcf, under the governance matrix.”

“The organization's corporate member is trinity health system. Both trinity health system and catholic health initiatives (chi) (trinity health system's sole corporate member) have reserved powers as outlined in the chi governance matrix. Pursuant to the governance matrix the following rights are held by the trinity health system board: * approve members of the trinity health foundation board * amendment of the corporate documents of the trinity health foundation * approve removal of a member of the governing body of the trinity health foundation * adoption of long range and strategic plans for the trinity health foundation the following rights are reserved to the chi board directly or through powers delegated to the chi chief executive officer: * substantial change in the mission or philosophy of the trinity health foundation * removal of a member of the governing body of the trinity health foundation * approval of issuance of debt by trinity health foundation * approval of participation of trinity health foundation in a joint venture * approval of formation of a new corporation by trinity health foundation * approval of a merger involving the trinity health foundation * approval of the sale of all or substantially all of the assets of the trinity health foundation * to require the transfer of assets by the trinity health foundation to chi to accomplish chi's goals and objectives, and to satisfy chi debts. Trinity health system or chi may, in exercise of their approval powers, grant or withhold approval in whole or in part, or may, in its complete discretion, after consultation with the board and its president and the chief executive officer of the organization, recommend such other or different actions as it deems appropriate. (chcf reserved rights) except as otherwise provided in the corporation's articles of incorporation or the laws of the state of organization, catholic health care federation ("chcf") shall have such rights as are reserved to the corporate member, acting in its capacity as the membership body of chcf, under the governance matrix.”

“Once the return is prepared, the return is reviewed by the executive committee. The executive committee notifies the board when the return is complete and the return is provided to the board at their request. Subsequent to the return being reviewed by the executive committee, 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 executive committee.”

“Catholic health initiatives ("chi") has a conflicts of interest ("coi") policy (the "policy") in place to maintain the integrity of all of its activities. The policy applies to chi board of stewardship trustees and members of its committees; all chi entity board and board committee members; all chi employees; and all chi research personnel (both employed and non-employed). Disclosure, review and management of perceived, potential or actual conflicts of interest are accomplished through a defined coi disclosure review process. Each person must promptly and fully disclose to his/her direct manager, supervisor, medical staff office, board or board committee chair any situation or circumstance that may create a conflict of interest. The person must disclose the actual or potential conflict as soon as she/he becomes aware of it. In any situation where the person may be in doubt, a full disclosure should be made to permit an impartial and objective determination. In addition to the general ongoing obligation, there are initial disclosure obligations. At the time of initial appointment, a copy of the policy shall be distributed to the board or committee member along with a conflict of interest disclosure. The board or committee member will complete and submit the disclosure. The completed disclosure shall be maintained in confidence and access shall be limited to persons who have a reasonable need to know the contents. At the time of hiring, a copy of the policy shall be distributed to all employees. In addition, a conflict of interest disclosure will be provided. The employee must complete and submit a conflict of interest disclosure. The completed disclosure shall be maintained in confidence and access shall be limited to persons who have a reasonable need to know the contents. In addition to the general ongoing and initial disclosure obligations, there is an annual disclosure obligation. On an annual basis, the following persons must complete a new conflict of interest disclosure: * board and board committee members; * employees at the level of vice president and above; * researchers * supply chain employees at the level of vice president and above and those employees involved in contracting regardless of employment level; * other employees as deemed applicable by chi leadership disclosures of perceived, potential or actual conflicts involving financial interests are forwarded to the conflicts of interest review committee ("c-circ"), national or regional legal services, national, entity, or research corporate responsibility program, or the executive committee of the board or board chair, for review depending on the position of the person involved. Among the factors that should be considered in determining whether a conflict exists are the nature and magnitude of the opportunity, transaction or arrangement, the degree to which it is related to chi's business, whether the person with the conflict is the ultimate decision-maker or holds significant influence over the ultimate decision-maker (i.e., degree of independence of the decision-making process), the unique nature of the opportunity, transaction or arrangement, the existence of other viable alternatives and the quality of those alternatives, and what is customary and reasonable in the health care or research industry. When a person has, or is considering initiating, a business interest or relationship outside of chi but is uncertain whether the interest constitutes a conflict of interest requiring disclosure under this policy, the person should consult with local corporate responsibility program (crp) staff or chi legal services group (lsg) staff, as appropriate. As appropriate, a coi management plan will be developed. With respect to those audiences for which the c-circ has review responsibility, the c-circ will facilitate development of any such coi management plan in collaboration with local crp staff or chi lsg staff, as appropriate. This plan will include documentation of”

“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 catholic health initiatives' consolidated audited financial statements that are available at www.catholichealthinitiatives.org .”