Presence Legacy Association

“Form 990, part i, line 1, and part iii, question 1 inspired by the healing ministry of jesus christ, presence health network provides administrative management and other support to affiliate hospitals, catholic-sponsored nursing homes, and other health care providers, to enable them to provide compassionate, holistic care with a spirit of healing and hope in the communities they serve.”

“Form 990, part i, question 5, and part v, question 2 presence health network (the "corporation") reports 0 employees on form 990, part i, question 5 and form 990, part v, question 2a as it is not required to file form w-3, transmittal of wages and tax statement. The corporation's compensation is paid by presence resurrection medical center ("prmc"), which issues the forms w-2 and w-3, and the expense is transferred to the corporation. The compensation amounts reported in this 990 reflect the amount transferred to the corporation from prmc.”

“Form 990, part iii, question 4a presence health network is the parent corporation of the presence health system formed to provide governance support to the system as a whole. On november 1, 2011 provena health and its affiliates (collectively, provena) and resurrection health care corporation and its affiliates (collectively, rhc) came together to form this health system. Pursuant to this combination, the two sponsoring congregations of rhc and the three sponsoring congregations of provena agreed to jointly sponsor a new system composed of all entities comprising both systems. This combination of the two systems was accomplished through the establishment of presence health network as the new system parent corporation and the sole member of the former parent corporations of each system. The combination was effected to preserve and strengthen catholic health care, furthering rhc's and provena's charitable missions.”

“Form 990, part v, question 1a presence health network (the "corporation") reports 0 on form 990, part v, question 1a as it is not required to file form 1096, transmittal of u.s. Information returns. All of the corporation's accounts payable reportable on form 1096 are paid by presence resurrection medical center ("prmc"), which issues all forms 1099, and the expense is transferred to the corporation. The compensation amounts reported in this 990 reflect the amount transferred to the corporation from prmc.”

“Form 990, part vi, question 6 the corporation has five "sponsor members," which are all congregations of religious women, including franciscan sisters of the sacred heart, sisters of mercy, servants of the holy heart, sisters of the resurrection, and sisters of the holy family or their successor catholic religious institutes. The corporation further has one "corporate member," which consists of ten religious women appointed by the sponsor members. The respective powers of the corporate and sponsor members are defined in the corporation's bylaws, and included in this schedule o in response to part vi, question 7b.”

“Form 990, part vi, question 7a the corporation's directors are appointed by the corporation's corporate member, a body currently consisting of ten catholic religious women, each of whom is a member of one of the five sponsoring member congregations of the corporation and its affiliates.”

“The corporation's corporate and sponsor members have the following reserve powers. Powers of sponsor members: a) each sponsor member shall exercise the following reserved powers: approve any proposed sale, transfer, lease or encumbrance of stable patrimony of such sponsor in an amount in excess of the stable patrimony limit; b) approve any proposed amendment to the organizational documents of the corporation or any of its affiliates that would change the reserved powers of the sponsor member(s); c) approve the addition of new sponsors; d) approve any merger, consolidation or dissolution of the corporation or voluntary filing for bankruptcy court protection by the corporation; and e) appoint and remove at any time, with or without cause, such sponsor member's appointees to the corporate member. Powers of corporate member: a) recommend to the appropriate sponsor member(s) the sale, transfer, lease (other than in the ordinary course of business and for lease terms of ten (10) years or less) or encumbrance of stable patrimony of any of the sponsors in an amount in excess of the stable patrimony limit; b) recommend to the sponsor members any proposed amendment to the organizational documents of the corporation or any of its affiliates that would change the reserved powers of the sponsor member(s); c) recommend to the sponsor members the addition of new sponsors; d) recommend to the sponsor members any merger, consolidation or dissolution of the corporation or voluntary filing for bankruptcy court protection by the corporation; e) adopt, amend or repeal any statement of the system's mission, vision and core values or any statement of sponsor expectations; f) approve any amendment to the organizational documents of the corporation other than those amendments subject to the sponsor members' reserved power approval; g) approve any merger, consolidation or dissolution of any affiliate, except for mergers or consolidations between affiliates; h) approve the creation of affiliates; i) approve any change in the primary business name or logo of the corporation or any affiliate or local ministry; j) appoint or remove at any time, with or without cause, up to five (5) corporate member appointees to the corporation board of directors; k) appoint or remove at any time, with or without cause, the directors of the corporation; l) approve the appointment of, or remove at any time, with or without cause, the chief executive officer and/or the corporation's board chairperson; m) approve the system's integrated strategic and financial plan; n) approve the corporation's expenditure of funds or divestiture of assets not included in the integrated strategic and financial plan above a dollar level to be determined from time to time by the corporate member; o) approve the corporation's incurrence of additional system debt or debt capacity above a dollar level to be determined from time to time by the corporate member; and p) approve any voluntary change to the corporation's federal income tax exemption under code section 501(c)(3).”

“Form 990, part vi, question 11b the draft form 990 is prepared by the corporation's accounting firm with assistance from the system finance department. The return is then reviewed by management, including senior leaders from legal, compliance, human resources and the system ceo for accuracy and completeness. As necessary, management consults with external legal and other experts to assure accuracy. The final form 990 is provided to the corporation's board of directors for review prior to filing.”

“Form 990, part vi, line 12c the purpose of the conflict of interest policy is to protect the interests of presence health network and all of its affiliated ministries (collectively "presence health") when it is contemplating entering into a transaction or arrangement that might benefit the private interest of any director, trustee, officer, corporate member appointee, member of a committee with board-delegated powers, senior leaders, and others in a recent position to exercise substantial influence over presence health ("interested persons"), and clarify the standards of conduct, duties and obligations of interested persons in the context of potential conflicts of interest by providing a method for disclosing and resolving such potential conflicts. No presence health entity will engage in any contract, transaction or arrangement involving a conflict of interest unless disinterested members of the applicable board of directors or other governing body determine by a majority vote that appropriate safeguards to protect the charitable mission of presence health have been implemented. To facilitate this policy, all interested persons have a continuing obligation to promptly disclose the existence and nature of any actual, apparent, or potential conflicts of interest he/she may have. All disclosures must be provided to the system compliance officer and general counsel in a written description of the material facts. Disclosure shall be on a conflicts of interest questionnaire or similar format as described in the conflicts of interest policy. All interested persons shall also complete a questionnaire based on the assumption of the board (or other relevant) position, and thereafter on at least an annual basis or when an actual, apparent, or potential conflict arises. At any time that an actual, apparent or a potential conflict of interest is identified to the corporation's board of directors, whether through the voluntary submission of a disclosure statement by an interested person, or by a disclosure by a person other than the subject interested person, the corporation's board or applicable committee shall review the matter and determine whether a conflict of interest exists. Once all necessary information has been obtained, only disinterested directors/committee members vote to determine whether a conflict of interest exists. If a conflict is found to exist the interested person will generally be required to recuse him or herself during any meeting in which the board of directors or applicable committee conducts the evaluation of the subject transaction, except to answer questions as may be necessary. To ensure that the presence health operates in a manner consistent with its charitable purposes and that it does not engage in activities that could jeopardize its exempt status, transactions involving interested persons are only approved if, after exercising reasonable due diligence, the board determines they are fair and reasonable, taking into account factors such as whether presence health could obtain a more advantageous contract, transaction or arrangement. However, lending money or guarantying an obligation of a director, officer, or employee of presence health (exclusive of customary insurance coverage for acts done in connection with such individual's service to or employment by presence health) is strictly prohibited.”

“Form 990, part vi, questions 15a and 15b, and part v, question 2a compensation for the corporation's ceo and other officers or key employees is determined in accordance with written policies and procedures adopted by the corporation's board of directors and applied by the human resources committee of the board. The corporation uses market data compiled by an independent compensation consultant to establish base salaries and total cash compensation opportunities. The board's human resources committee monitors executive total compensation by approving all components of executive total compensation, annually reviewing and approving compensation changes for each executive, and regularly reporting its activities to the board. The corporation answers "no" to form 990. Part vi, question 15a and 15b as all compensation is paid by a related organization, presence resurrection medical center, the system's statutory employer.”

“Form 990, part vi, line 19 the corporation's articles of incorporation are on file with the state of illinois. The consolidated audited financial statements of the corporation, together with its affiliates, are available from the national dissemination agent as required by presence health system's bond documents. Conflicts of interest policies are not made available to the public, however a summary of the current policy is annually included in schedule o of the corporation's form 990.”

“Form 990, part vii, sections a & b presence resurrection medical center ("prmc")(fein 36-3330926) acts as the payroll agent for the corporation. Cash is swept from the corporation on a daily basis to prmc and prmc issues all payroll and accounts payable checks on behalf of and as payroll agent for the corporation and the appropriate accounting entries are recorded.”

“Form 990, part xii, line 2b an independent accountant annually audits the consolidated financial statements of presence health network and its affiliates. The audit opinion is issued on the consolidated financial statements and each affiliate is not separately audited.”