Trinity Health Corporation

“Trinity health corporation is organized on a non stock basis as a corporation governed by a board of directors with one class of directors. Trinity health corporation's sponsor is catholic health ministries, a public juridic person of the roman catholic church. All persons who are members of catholic health ministries are also directors of trinity health corporation. Each director holds office until his or her successor is appointed or until his or her resignation or removal.”

“Action by catholic health ministries (chm) is required for the following matters: - adopt and amend the articles of incorporation of trinity health corporation (thc) - adopt and approve any amendments to the bylaws of thc - adopt and approve any changes to the mission and core values of thc and the founding principles of chm and approve matters that affect the catholic identity of thc - approve the sale or transfer of any property of thc, the alienation of which would require approval under the canon law of the roman catholic church - approve the merger, consolidation, liquidation, or dissolution of thc - approve the sale of all or substantially all of the assets of thc - ratify the appointment and removal of the ceo of thc - ratify the election of the chair of the board of directors of thc”

“Prior to filing, the form 990 for trinity health corporation is reviewed by senior management. In addition, certain key sections of the form are reviewed by the integrity and audit committee. Each member of the board receives a copy of the return in its final form before it is filed with the internal revenue service.”

“Trinity health corporation has adopted a governance policy which sets forth the organization's conflict of interest policy and processes. It applies to all "interested persons" of trinity health corporation, which includes directors, principal officers, key employees, and members of committees with board-delegated powers. Interested persons are expected to discharge their duties in a manner the person reasonably believes to be in the best interests of trinity health corporation and to avoid situations involving a conflict of interest. On an annual basis, interested persons are required to complete a conflict of interest disclosure statement and to affirm their receipt of the conflict of interest policy, compliance with its requirements, and agree to notify the organization of changes impacting their annual disclosure in accordance with the policy. The annual disclosures are provided to the integrity and compliance officer, who collaborates with internal legal counsel to assess the conflict and identify a conflict management plan when necessary. Additionally, the integrity and compliance officer along with legal counsel prepares a report for the board chair and ceo. A summary of potential conflicts is reviewed with the board of directors of trinity health corporation (or a delegated committee of the board) on a yearly basis. Interested persons are required to make full disclosure to trinity health corporation of any financial or business interests that might result in or have the appearance of a conflict of interest. The board of directors of trinity health corporation (or a delegated committee of the board) is responsible for the review of transactions to determine whether an actual conflict of interest exists. In the event of an actual conflict, the board (or a delegated committee of the board) will either avoid the conflict or appropriately scrutinize the transaction to ensure it is in the best interests of trinity health corporation. Interested persons are required to recuse themselves from discussion and voting on matters involving a conflict of interest. The policy further addresses the proper documentation of the proceedings and potential disciplinary and corrective action for violations of the policy. The policy is available to the public upon request.”

“Trinity health corporation follows a process and policy that is intended to mirror the irc section 4958 guidelines for obtaining a "rebuttable presumption of reasonableness" with regard to compensation and benefits. As part of that process, the compensation and benefits of the ceo and certain officers and key management officials of trinity health corporation are reviewed at least annually by the trinity health board or the trinity health human resources and compensation committee (hrcc) of the board, authorized to act on behalf of the board with respect to certain compensation matters. As part of its review process, the hrcc retains an independent firm experienced in compensation and benefit matters for not-for-profit health care organizations to advise it in the determinations it makes on the reasonableness of proposed compensation and benefits arrangements. For other executives who are not part of the rebuttable presumption process, trinity health uses a market analysis to determine the appropriateness of the executive's compensation.”

“Trinity health corporation makes certain of its key documents available to the public on its website, www.trinity-health.org, in the "about us" section. In this section, the consolidated audited financial statements are publicly available. In addition, trinity health corporation's website includes copies of the most recently filed schedule h forms filed by all of its hospital subsidiaries. Trinity health corporation's governing documents and conflict of interest policy are available upon request.”

“Trinity health corporation has board members who are members of religious orders, and as such, have taken vows of poverty. These religious sisters do not receive compensation for their services. Instead, trinity health corporation pays the religious order directly for the services received. Following are the names of the religious sisters, the names of their orders, and the amounts paid directly to the order: linda falquette, religious sisters of mercy - $60,000 mary fanning, religious sisters of mercy - $60,000 joan marie steadman, congregation of the sisters of the holy cross - $80,000 veronique wiedower, congregation of the sisters of the holy cross - $60,000”

“Equity transfers to non affiliates -49,930. Equity transfers from affliates 4,200,093,764. Change in deferred retirement cost 9,699,780. Other transactions -62,899,078. Asset impairment -6,671,711.”

“The audited financial statements of trinity health include the parent organization and its subsidiaries. The fy24 consolidated financial statements were audited by an independent public accounting firm.”

“Trinity health trinity information services holy cross shared services che trinity health catholic health east che trinity, inc. Holy cross health system corporation”