Presence Care Transformation Corporation Fka

“The sole member of presence prv health is presence health network.”

“The board of directors of presence health network (phn), the sole member of presence prv health, serves as the members of the board of presence prv health. The members of the board of directors of phn are appointed by the health system's religious sponsors, through the corporate member body of phn. Governance decisions regarding presence prv health are reserved to the sole member and include approval of any merger, consolidation, or dissolution of presence prv health and approval of amendments to the organizational documents.”

“The data and information necessary to prepare the form 990 was compiled by presence health's accounting group. Kpmg, as external tax preparers, used this information to prepare the form 990, which is reviewed by the presence health legal department. The final form 990 is provided to the corporation's board of directors for review prior to filing.”

“The conflict of interest policy is monitored by the Corporate Compliance Department. Pursuant to the policy, an annual conflict of interest questionnaire, aimed at determining any family and business relationship transactions or other transactions that may pose a potential conflict, is distributed to all covered persons (i.e., board members, officers and executive leadership or key employees). Covered persons are required to complete the questionnaire and disclose real or potential conflicts at the time when such conflicts arise. When someone becomes a covered person and annually thereafter, each covered person is required to sign a statement affirming that he/she: (1) has received a copy of the conflict of interest policy;(2) has read the policy and understands said policy; and (3) agrees to comply with all requirements of the policy, including completing the conflict of interest questionnaire. The completed questionnaires are reviewed by the finance and administration department. The procedures for addressing any conflict of interest includes, but is not limited to, the following: (1) the conflicting interest is fully disclosed to the board; (2) the interested person responds to factual questions related to the substance of the transaction or arrangement being considered, after which he/she shall leave the meeting; (3) the person with the conflict of interest is excluded from the discussion and approval of such transaction; (4) alternatives to the proposed transaction are investigated, competitive bids or comparable valuations are obtained; (5) any conflicting issues during the course of a board meeting which cannot be resolved is referred to the governance committee; and (6) the transaction or action must be approved by a majority of disinterested persons.”

“The compensation committee or other authorized committee of the board, none of which have a conflict of interest with respect to the compensation arrangement, was accountable for setting reasonable compensation packages for the ceo and key employees. The committee developed, consistent with provena prv health's philosophy and principles, the annual performance goals and criteria to be used in determining merit increases and variable compensation criteria for the ceo and key employees. The committee also reviewed appropriate comparability data prepared by an independent consultant that utilized national nonprofit compensation surveys in determining the ceo's and key employees' compensations. The committee's written records include the (1) terms of the arrangement with the disqualified person (including the date the arrangement was approved); and (2) a description of the comparable data relied on by the committee. Key deliberations of the committee, including: (a) the terms of the transaction that was approved and the date it was approved; (b) the members of the committee who were present during debate on the transaction that was approved and those who voted on it; (c) the comparability data obtained and relied upon by the committee and how the data was obtained; and (d) any actions taken with respect to consideration of the transaction by anyone who is otherwise a member of the committee but who had a conflict of interest with respect to the transaction are also documented in minutes, which are approved at the next committee meeting.”

“Governing documents, conflict of interest policies, and financial statements are available to the public upon request.”

“Line 9, Other Change in Net Asset or Fund Balance Net Asset Transfers: $82,310,997 Cumulative Effect of Change in Accounting Principle: $82,661,302 ---------------- $164,972,299”