Trinity Health System

“EACH EXECUTIVE'S COMPENSATION, INCLUDING THE CEO, IS REVIEWED AND APPROVED BY THE EXECUTIVE COMMITTEE OF THE BOARD OF TRUSTEES. THE REVIEW IS DOCUMENTED IN THE MEETING MINUTES. THE BOARD IS PROVIDED WITH SALARY COMPARISON DATA, WHICH IS PREPARED BY THE OHIO HOSPITAL ASSOCIATION EACH YEAR. AN OUTSIDE FIRM DOES A COMPENSATION SURVEY THAT IS ALSO PROVIDED TO THE BOARD. THIS PROCESS WAS LAST UNDERTAKEN IN 2015. Pursuant to the instructions for the Form 990, the compensation reported on Form 990 Part VII is to be for the calendar year ending within the organization's fiscal year. Due to the fact that the organization is filing a 1/1/2016-6/30/2016 short period tax return to change its fiscal year-end from December 31 to June 30 and therefore does not include a calendar year-end within the short period fiscal year, no compensation is reported on Part VII for the tax year ended 6/30/2016.”

“THE ORGANIZATION AMENDED ITS GOVERNING DOCUMENTS TO REFLECT A CHANGE IN THE CORPORATE MEMBERS OF THE ORGANIZATION FROM TRI-STATE HEALTH SERVICES AND SYLVANIA FRANCISCAN HEALTH TO CATHOLIC HEALTH INITIATIVES AND SYLVANIA FRANCISCAN HEALTH. THE ARTICLES OF INCORPORATION have also BEEN AMENDED TO REFLECT THE CHANGE IN SUPPORTED ORGANIZATION TO CATHOLIC HEALTH CARE FEDERATION.”

“According to the articles of incorporation of Trinity Health System the entity's sole members are Sylvania Franciscan Health, an Ohio nonprofit organization and Catholic Health Initiatives, a Colorado nonprofit organization. Catholic Health Initiatives replaced Tri-State Health Services, Inc. as corporate member on February 2, 2016.”

“Directors of the Corporation shall be appointed by the Parent Corporation no later than June 30 of each year. Prior to each annual meeting of the Parent Corporation, or such other meeting called for the purpose of appointing directors of the Corporation, the Governance Committee shall select and submit to the Board a slate of nominees qualified to serve on the Board. The Board shall review the names and qualifications of each individual on the recommended slate and shall vote to accept or refuse each nominee. The names and qualification of each individual accepted by the Board shall then be submitted to the Parent Corporation, who shall then appoint or refuse each nominee with the recommendation of the President Health System Delivery and Chief Operating Officer or other designee. Notwithstanding anything in this Code of Regulations to the contrary, the Parent Corporation may unilaterally appoint one or more individuals to the Board should the Board fail to furnish the Parent Corporation with a list of individuals qualified to serve on the Board in accordance with this Section.”

“Catholic Health Initiatives (CHI) and Sylvania Health (Trinity Health System's corporate members) 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 System board * Amendment of the corporate documents of the Trinity Health System * Approve removal of a member of the governing body of the Trinity Health System * Adoption of long range and strategic plans for the Trinity Health System 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 System * Removal of a member of the governing body of the Trinity Health System * Approval of issuance of debt by Trinity Health System * Approval of participation of Trinity Health System in a joint venture * Approval of formation of a new corporation by Trinity Health System * Approval of a merger involving the Trinity Health System * Approval of the sale of all or substantially all of the assets of the Trinity Health System * To require the transfer of assets by the Trinity Health System to CHI to accomplish CHI's goals and objectives, and to satisfy CHI debts. Pursuant to Section 5.6 of the organization's bylaws, 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.”

“Once the return is prepared, the return is reviewed by the Chief Financial Officer. Subsequent to the CFO's review, 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 CFO.”

“Catholic Health Initiatives ("CHI") has a Conflicts of Interest ("COI") 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 board and board committee members of CHI Entities; all CHI employees; all CHI physicians (both employed and non-employed) and all physician administrators and leaders; advanced practice clinicians (both employed and non-employed); 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 process. Each person has a general ongoing obligation to promptly and fully report 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 report 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. The board, board committee members, and new employees are required to make disclosures at the time of their initial hiring/appointment. All non-employed, credentialed or contracted physicians are required to make disclosures at the time of their credentialing and during any subsequent reappointment or recredentialing. All researchers are required to make disclosures upon consideration of affiliation with a research sponsor. In addition to the general ongoing and initial disclosure obligations, there is an annual disclosure obligation. All corporate officers, board and board committee members, employees at the level of manager and above, researchers, supply chain employees, employed physicians, physician administrators and leaders, and employed advanced practice clinicians must complete a new conflict of interest disclosure annually. Disclosures of perceived, potential or actual conflicts involving financial interests are forwarded to the Conflicts of Interest Review Committee ("C-CIRC") or Legal Services Group for review depending on the position of the person involved. The C-CIRC reviews COI questionnaires containing disclosures of perceived or possible conflicts for employees at a level of manager or above, supply chain employees, researchers and physicians, physician administrators and leaders, and advanced practice clinicians (both employed and non-employed). In the determination of a conflict, a COI management plan will be developed for that person. With respect to those audiences for which the C-CIRC has review responsibility, the C-CIRC will facilitate development of any such conflict of interest management plan in collaboration with local CRP staff. A designated CHI Entity staff will be responsible for monitoring the COI management plan and for documenting monitoring activities. At its sole discretion, a CHI Entity may reject a Person's request to enter into the relationship in question, or require the relationship be sufficiently altered to avoid a potential COI. If the C-CIRC determines that there is a potential or actual conflict of interest that does not currently have appropriate controls to address the conflict of interest, it may recommend that the disclosing person be allowed to participate in the activity or transaction subject to restrictions as outlined in the COI management plan. If a Person does not agree with a determination made by the C-CIRC, its interpretation of the Policy or Addenda, or seeks an exemption or exception, the following steps should be followed. The Employee disputing the review decision, interpretation of the Policy, or seeking exemption or exception must present the matter to the Employee's immediate direct manager or supervisor for review and determination. If the Employee and”

“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 or at www.DACBOND.org.”

“The Corporation, sponsored by a lay-religious partnership, calls other Catholic sponsors and systems to unite to ensure the future of Catholic health care. To fulfill this mission, the Corporation, as a values-based organization, will assure the integrity of the ministry in both current and developing organizations and activities; research and develop new ministries that integrate health, education, pastoral, and social services; promote leadership development and formation for ministry throughout the entire organization; advocate for systemic changes with specific concern for persons who are poor, alienated, and underserved; and steward resources by general oversight of the entire organization.”