Trinity Health System

“According to the articles of incorporation of trinity health system the entity's sole members are sylvania franciscan health, an ohio nonprofit organization and commonspirit health, a colorado nonprofit organization.”

“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.”

“The organization's corporate member is commonspirit health. Pursuant to section 5.5.2 of the organization's bylaws, the corporate member shall have the specific rights set forth in the governance matrix. Pursuant to the governance matrix the following rights are reserved to the commonspirit health board directly or through powers delegated to the commonspirit health chief executive officer: *substantial change in the mission or philosophy of the trinity health system *amendment of the corporate documents of the trinity health system *approve members of the trinity health system board *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 commonspirit health to accomplish commonspirit health's goals and objectives, and to satisfy commonspirit health debts. *adoption of long range and strategic plans for trinity health system pursuant to section 5.6.2 of the organization's bylaws, commonspirit health may, in exercise of its approval powers, grant or withhold approval in whole or in part, or may, in its complete discretion, after consultation with the board and the president and 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 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.”

“The organization has a conflicts of interest ("coi") policy (the "policy") in place to protect the interests of commonspirit health ("commonspirit") in circumstances that may result in a conflict between personal interests of a person and the interests of the organization and those it serves. Commonspirit's coi policy applies to commonspirit, its direct affiliates and subsidiaries and any related entity the governing documents of which require the entity to comply with commonspirit policy (collectively the "system entities"). The following persons are required to disclose actual or potential conflicts of interest at least annually (via a formal system-administered survey) if the person's affiliation with commonspirit continues: - members of corporate and community boards of system entities - members of committees of corporate and community boards of system entities - members of the executive leadership team ("elt") of commonspirit - corporate officers of system entities - key employees and highest compensated employees as specified by the internal revenue service for form 990 purposes who are not otherwise included in the categories above - employees of system entities at the vice president level and above - all individuals engaged in research at institutions owned or operated by a system entity - select employees as determined from time to time by leadership disclosure, review, and management of perceived, potential, or actual conflicts of interest are accomplished through a defined coi disclosure review process. Each person is required to promptly and fully disclose any situation or circumstance that may create a conflict of interest as soon as she/he becomes aware of it. In addition, at the inception of an individual's relationship with commonspirit (e.g. Hiring, board appointment), and for certain positions, annually thereafter, written conflict of interest disclosure forms must be completed. A failure to disclose may result in disciplinary or corrective actions. Reported potential or actual conflicts of interest are initially reviewed by legal, corporate responsibility or research integrity staff. If necessary, a conflict of interest management plan is developed, which plan shall be subject to acceptance by the appropriate direct manager, supervisor, medical staff office, board or board committee (for board, board committee, elt or corporate officer conflicts), or other appropriate individual or body. Once accepted, the conflict of interest management plan is communicated to the person with the actual or potential conflict and the individual must conduct themselves in conformity with the plan. In the event that a transactional conflict interest arises in connection with a system entity board meeting, the conflicted individual must disclose that conflict prior to or at the beginning of the meeting in which the matter is to be considered. The conflicted individual is excluded from voting on the transaction and is prohibited from using personal influence with respect to the matter, but is not prohibited from providing input if requested to do so.”

“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 commonspirit health's consolidated audited financial statements that are available at www.commonspirit.org.”