Franciscan Living Communities

“The organization's top management official's compensation is paid by Catholic Health Initiatives (CHI), a related organization. CHI has a defined compensation philosophy. Both the executive and non-executive compensation structures and ranges are reviewed annually in comparison to market data. CHI uses The Korn Ferry Hay Group as the independent third party to assess executive compensation programs and to ensure the reasonableness of actual salaries and total compensation packages. Compensation of the senior most executives is reviewed annually. The Korn Ferry Hay Group reviews both cash and total compensation for overall reasonableness, for adherence to CHI's compensation philosophy, and for comparability to the not-for-profit healthcare market. This independent review is delivered by Korn Ferry Hay Group to the HR committee of the CHI Board of Stewardship Trustees annually at their September meeting and minutes are shared with the full board at the December meeting. The last review was September 13, 2016. In addition, Korn Ferry Hay Group completed a comprehensive review of all positions at the level of vice president and above in the fall of 2014 to determine and validate appropriate compensation levels. These levels have been reviewed annually since and revised based on market data, where applicable.”

“Pursuant to section 8.6 of the bylaws of chi living communities, the executive committee is composed of only directors of the corporation and shall be composed of the chairperson of the board, the vice chairperson of the board, and the president, each of whom shall serve as an ex officio voting member of the executive committee. Each individual appointed to the executive committee shall serve for a term of one (1) year or until his or her successor is duly appointed by the board of directors. Pursuant to section 8.1 of 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 section 8.6 of 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 chi living communities, the entity's sole member is sylvania franciscan health f/k/a franciscan services corporation, 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.”

“The organization's corporate member is Sylvania Franciscan Health. Pursuant to Section 5.4 of the organization's bylaws, both Sylvania Franciscan Health and Catholic Health Initiatives have reserved powers as outlined in the CHI governance matrix. Pursuant to the governance matrix the following rights are held by the corporate member: * Approve members of the organization's board * Amendment of the corporate documents of the organization * Approve removal of a member of the governing body of the organization * Adoption of long range and strategic plans for the organization 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 organization * Removal of a member of the governing body of the organization * Approval of issuance of debt by organization * Approval of participation of organization in a joint venture * Approval of formation of a new corporation by organization * Approval of a merger involving the organization * Approval of the sale of all or substantially all of the assets of the organization * To require the transfer of assets by the organization to CHI to accomplish CHI's goals and objectives, and to satisfy CHI debts. Pursuant to Section 5.5 of the organization's bylaws, Sylvania Franciscan Health 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.”

“THE PROCESS OF REVIEWING THE FORM 990 ENTAILS A DETAILED REVIEW BY THE ORGANIZATION'S ACCOUNTING DEPARTMENT. THE GOVERNING BODY RECEIVES AN ELECTRONIC COPY OF THE FORM 990 INCLUDING REQUESTED SCHEDULES, AS ULTIMATELY FILED WITH THE IRS, FOR REVIEW PRIOR TO FILING WITH THE IRS. Subsequent to the return being provided to the board, 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 board.”

“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. ALL EXECUTIVE COMPENSATION PAID TO OFFICERS AND KEY EMPLOYEES WAS SET BY A COMPENSATION COMMITTEE UTILIZING AN INDEPENDENT CONSULTANT AND COMPARABILITY STUDIES TO DETERMINE COMPENSATION. THE BOARD OF DIRECTORS OVERSEES THE COMPENSATION SETTING PROCESS AND ENSURES REASONABLENESS AND COMPLIANCE WITH THE ORGANIZATION'S COMPENSATION PHILOSOPHY.”

“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 http://www.catholichealthinitiatives.org/ or at www.DACBOND.org.”

“Professional Fees - Total Expense: 388332, Program Service Expense: , Management and General Expenses: 388332, Fundraising Expenses: ; Purchased Services - Total Expense: 110699, Program Service Expense: , Management and General Expenses: 110699, Fundraising Expenses: ; Management Fees & Assessments - Total Expense: 5206, Program Service Expense: , Management and General Expenses: 5206, Fundraising Expenses: ;”