Care Enterprises Inc

“Kerry burmeister, scott rupley, and daniel l. Wakeman are compensated employees of st. Luke's hospital, a related organization, and as such, are considered non-independent board members. Form 990, part vi, section a, line 4 on july 1, 2016, st. Lukes holding co., inc. (slhc) acquired the net assets of st. Lukes hospital, st. Lukes hospital foundation, wellcare physician group, llc and care enterprises, inc., collectively the acquiree. The divestiture of the acquiree and simultaneous acquisition by slhc was required based on the challenge of the acquisition of st. Lukes hospital and affiliates in 2010 by promedica health system, inc. (phs). The federal trade commission concluded during its review of the 2010 transaction that the acquisition by phs impeded competition in the greater toledo area. As of july 1, 2016, slhc is the sole member of care enterprises, inc. Form 990, part vi, section a, line 6 st. Luke's holdinc co., inc. Is the sole member of care enterprises, inc.”

“St. Luke's holding company, inc. (slhc) is the parent corporation and sole member of care enterprises, inc. As the member, slhc has the right to (a) nominate and elect a minority of the members and remove the members of the board of trustees of care enterprises, inc., and (b) approve the nominees to fill any vacancies on the board of trustees, a majority of whom are nominated by care enterprises, inc.”

“While the board of trustees of each corporation is granted certain powers with respect to their operations, as the sole member, st. Luke's holding company, inc. (slhc) retains approval rights with respect to certain corporate actions such as (1) adoption of the corporation's strategic plans and financial plans, (2) expenditures for non-budgeted items in excess of certain dollar limits set from time to time by slhc, (3) expenditures for items which are included in the corporation's annual budgets but which exceed the budgeted amount by an amount in excess of certain dollar limits set from time to time by slhc, (4) incurrence, assumption or guarantee of any indebtedness, (5) sale, lease or other disposition of real property or assets with a value in excess of certain dollar limits set from time to time by slhc and (6) any merger, consolidation, reorganization, dissolution or liquidation.”

“Under the guidance of st. Luke's holding company, inc. (slhc) tax consultants, form 990's are prepared by the respective accounting department of each slhc subsidiary and reviewed by the respective subsidiary's finance leadership along with an independent accounting firm. After subsidiary's finance leadership approval, copies of the form 990 for slhc and their subsidiaries are provided to the respective company's board of trustees and reviewed and signed by the respective company's president prior to filing with the internal revenue service.”

“St lukes holding company, inc. (slhc) and subsidiaries have standards of conduct that apply to all slhc board members and employees. Board members and employees are expected to certify their compliance with the applicable standards prior to election/appointment or prior to beginning employment. Board members annually (or immediately if new potential conflicts of interest arise), all board members are required to complete and return the board member certification statement within 30 days of dissemination. Board member certification statements are compiled and reviewed by the administrative director of finance and compliance officer. Summarized information is forwarded for review to the chief financial officer, general counsel, subsidiarys presidents and the slhc president and chief executive officer (president/ceo), based upon their respective knowledge of the board members. The purpose of this review is to both inform management of the disclosed conflicts and to allow them to identify to the administrative director of finance, any potential undisclosed conflicts. The compliance department then conducts an audit of all board member certification statements (along with any relationships noted through the above review) to identify any positional conflicts of interest and to test material transactions with board members/their affiliates for fair market value. The results of the audit are reported directly to the chair of the audit and compliance committee with a copy to the president/ceo. The report includes a summary of the audit procedures performed, any significant concerns identified and their resolution. Any unresolved conflicts are addressed by the audit and compliance committee with recommendations to the full board as needed. Failure to file the certification statement, or the filing of a false or incomplete certification statement, or failure to disclose immediately any new conflicts of interest that may arise, or failure to cooperate without condition, honestly and completely with any investigation or review of the board members certification statement or his/her actions or circumstances shall be grounds for sanction by the board of trustees up to and including removal from the board/committee/council. Employees, excluding employed physicians annually (or immediately if new conflicts of interest arise), all salaried employees and specifically identified hourly employees, excluding employed physicians, are required to complete and submit an electronic employee certification questionnaire by an established deadline that is communicated to the employee. The human resources department ensures that all questionnaires, which are stored electronically, are completed and provides notification to the administrative director of finance of the number of annual employee certification questionnaires sent and received and copies of any questionnaires containing disclosures that warrant further review by the audit and compliance committee. All new employees, excluding employed physicians, are provided either an electronic or paper copy of the employee standard of conduct and the employee certification statement which the new employee is required to complete prior to beginning employment. The human resources department has access to a report that identifies all new hires. A sample of employees is identified and an audit is conducted to ensure that required documentation is on file. Identified conflicts are initially reviewed by the administrative director of finance and if necessary discussed with the subsidiarys president in which the employee works, and general counsel. If the conflict is considered a significant exposure risk for slhc, a recommendation will be prepared for final approval of the president/ceo. Results of the employee process audit are included in the above report to the chair of the audit and compliance committee. Failure to complete the certification questionnaire, or the completion of a false or incomplete certifica”

“Care enterprises, inc. Top management official and other officers are compensated by st. Lukes hospital (slh), a related tax exempt organization. Compensation determinations of care enterprises, inc.s top management official and other officers are made by an executive committee of the board of slh. Each year independent consultants conduct an annual survey and recommend executive payroll base salary ranges based upon the market. The data is reviewed and approved by the slh executive committee of the board every november. Salary adjustments are determined at the november meeting of the executive committee of the board. The executive committee of the board approves other forms of compensation based upon the prior year performance at the january meeting each year.”

“Joint venture operating agreements involving st. Lukes holding company, inc. (slhc) or its subsidiaries include provisions to protect slhcs tax exempt status. Each agreement contains specific language related to the provision of health care services with focus on community health benefit and must follow a formal review process prior to contract execution. Slhc continually ensures that its tax-exempt status is protected by actively participating in the governance of all slhc joint ventures.”

“St. Luke's holding company and subsidiaries provide any document open to public inspection upon request.”

“Contribution of acquired assets $4,980,476”