Trinity Health & Affiliates

“The executive committee is composed of the officers of the board of directors, each vested with full voting authority. They meet as needed to plan for the board's work and to fulfill tasks assigned to them by the board. The executive committee is authorized to act and make decisions on behalf of the entire board when urgent matters arise between regularly scheduled board meetings. The executive committee is obligated to present its actions to the entire board if a decision has been made in its absence.”

“Trinity health is the sole member of each corporation included in this group return.”

“At each annual meeting, the sole member, trinity health, appoints the board of directors. At least seven of the board of directors also serve as a member of the board of directors of trinity health. In the bylaws of trinity health foundation, this overlap only needs to be three. Any director who ceases to be a member of the trinity health board of directors automatically becomes disqualified from serving as a director of the affiliates' board and is replaced with another board member currently serving on the board of trinity health, unless there are at least a minimum of seven (or three in the case of trinity health foundation) other board members currently serving as a director of trinity health.”

“The following powers are reserved exclusively to the sole member, trinity health: (a) approve the appointment of officers; (b) approve any amendments to the articles of incorporation or bylaws; (c) approve the annual operating and capital budgets; (d) approve the selection of auditors and legal counsel; (e) approve any strategic plans adopted; (f) approve any unbudgeted borrowing, any encumbrance of assets, and any expenditures for capital improvements where the amount exceeds five percent of the capital budget previously approved; (g) change the number of directors of the board of directors; and (h) approve any action that is not in the ordinary course of business.”

“Prior to being filed with the irs, a copy of the form 990 was given to the governing body of trinity health & affiliates for review.”

“All salaried employees (at manager level and above as determined by trinity) and such other employees as from time to time may be directed to do so, are required to complete trinity health's conflict of interest statement on an annual basis. Any employee who has assumed, or is about to assume, a financial or other interest or relationship that might involve a conflict of interest must immediately inform his/her supervisor, a member of the compliance committee, or the compliance officer. Issues involving conflict of interest shall be reviewed and a determination of each shall be made by the trinity compliance committee. If a conflict exists, the conflicted person must abstain from discussion of and voting on the conflicted topic.”

“The executive committee of the board of directors of trinity health reviewed compensation information for the ceo, which had been previously prepared by deloitte and tourche. Deloitte and touche analyzed four compensation surveys of health care employers and reviewed form 990 filings for a peer group analysis.”

“On our website www.trinityhealth.org we list our board of directors, mission, vision, values and our annual report which includes financial information. The governing documents and conflict of interest policy are made available upon request.”

“Medical professionals: program service expenses 25,790,001. Management and general expenses 20,166,232. Fundraising expenses 2,412. Total expenses 45,958,645.”

“Net asset transfers -35,537,168. Capital contributions 259,191.”