Medicare Value Partners F/K/A Holy Family Health Care System Inc

“Members or shareholders medicare value partners has one member, presence chicago hospitals network.”

“Persons with authority to elect members of the governing body the corporations sole member, presence chicago hospitals network, has the power to appoint members of the governing body, other than ex-officio directors.”

“Decisions of governing body approval by members or shareholders presence chicago hospitals network (the "member"), through its board of directors, has certain reserve powers with respect to the following. General powers and responsibilities the member shall provide oversight and support for the activities of the corporation, for the purpose of assuring that all actions of the corporation are consistent with the mission, philosophy and purposes of the sponsors; the ethical and religious directives; and best practices in health care and related activities. Reserved powers in furtherance of the exercise of its general powers and responsibilities with respect to the corporation, the member shall have reserved to it the power to: a) amend or repeal the bylaws of the corporation. B) appoint and remove all officers of the corporation, other than the president who sits ex officio, as set forth in section 4.2, and all directors of the corporation. C) approve capital and operating budgets, and long-term capital equipment plans for the corporation. D) approve unbudgeted expenditures in excess of the limit established by the member by resolution from time to time. E) approve any borrowing or significant incurrence of debt by the corporation, or any sale, purchase, alienation, exchange, significant leases (other than in the ordinary course) or encumbrances of the corporations real property, except those made pursuant to approved budgets (provided, however, that transactions exceeding the stable patrimony limit remain subject to member approval even if budgeted). F) approve execution of any deeds, mortgages, bonds, or major equipment leases, except those entered into pursuant to approved budgets. G) approve any other significant and unbudgeted sale, purchase, exchange, significant lease (other than in the ordinary course), transfer, encumbrance or other disposition or other significant transaction involving the non-real-estate assets of the corporation. H) direct and approve any contributions, donations or other asset transfers without consideration to the member or any affiliate. I) approve strategic plans for the corporation that support the ability of the corporation and its affiliates to provide high-quality, coordinated and cost-effective care to beneficiaries in furtherance of the corporations purposes. J) approve any contract for the management of all or substantially all of the corporation. K) approve any selection or modification of the business name or logo of the corporation or any program or division of the corporation, or the adoption of any corporate or business name of the corporation by an entity other than the member or an affiliate. L) approve material changes in insurance coverage, standardized employee payroll standards and benefits, information systems and technology, financial management services, legal, marketing, risk management and other administrative services necessary to support the corporations operations. M) approve the establishment, termination, sale or significant modification to any joint venture relationship entered into by the corporation, or any merger, affiliation, consolidation, liquidation, dissolution or similar reorganization of the corporation, or a transfer of all or a substantial portion of the corporations assets. N) approve the acquisition or development of any business or activity unrelated to the provision of health care services. O) approve the creation of any affiliate of the corporation and/or any material agreement or transaction with another affiliate. P) approve the entering, amendment or termination of any contract with the centers for medicare and medicaid services for participation in the mssp, the formation and operation of an aco, or any similar obligations to be undertaken by the corporation. Q) approve entering into contracts or purchases, litigation or other legal settlements, benefit packages or other business affairs above such threshold as the member establishes by resolution”

“Form 990 review process the corporation provides a complete copy of its form 990 to all members of the governing body of its ultimate parent corporation, presence health network, for review prior to filing with the irs. The board of directors of the corporation and other subsidiary organizations within the presence health system are internal limited fiduciary boards which do not receive a completed copy of the form 990 prior to filing. As a result, the corporation answers "no", to form 990, part vi, line 11a.”

“Procedures for addressing conflicts of interest 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 corporations 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 corporations 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 individuals service to or employment by presence health) is strictly prohibited.”

“Compensation and approval process for officers and key employees compensation for the corporations ceo and other officers and key employees is determined in accordance with written policies and procedures adopted by the board of directors of presence health network, the system parent corporation which shares a mirror board with presence care transformation corporation (pctc) and presence chicago hospitals network (pchn). Such policies and procedures are applied by the human resources committee of the system parent corporation, which consists wholly of independent directors. The system parent corporation uses market data compiled by an independent compensation consultant to establish base salaries and total cash compensation opportunities. The system parents human resources committee monitors executive total compensation and approves all components of executive total compensation, annually reviewing and approving compensation changes for each executive, and regularly reporting its activities to the system parents board. The corporation answers "no" to form 990, part vi, question 15a and 15b per the form 990 instructions as all compensation is paid by a related organization, presence care transformation corporation, the systems statutory employer.”

“Document availability the corporations 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 systems 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 corporations form 990.”

“Statutory employer presence care transformation corporation ("pctc") (fein 36-3366652) acts as the agent for the corporation. Cash is swept from the corporation on a daily basis to pctc and pctc issues all payroll and accounts payable checks on behalf of and as agent for the corporation and the appropriate accounting entries are recorded.”

“Mission statement/significant activity the corporation is part of the presence health system and acts in accordance with the presence health mission, which is as follows: inspired by the healing ministry of jesus christ and as part of presence health, a catholic health system, medicare value partners provides healthcare services in a compassionate, holistic manner in the spirit of healing and hope.”

“Mission statement the corporation is part of the presence health system and acts in accordance with the presence health mission, which is as follows: inspired by the healing ministry of jesus christ and as part of presence health, a catholic health system, medicare value partners provides healthcare services in a compassionate, holistic manner in the spirit of healing and hope.”

“Medicare value partners (mvp) was designated as the presence health entity to manage the activity of a bundled payment program (bpci) pursuant to a contract with the centers for medicare & medicaid services (cms) as described more fully in the disclosure for part iii, line 4a.”

“Compensation and form w-3 transmittal of wages and tax statement medicare value partners (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 corporations compensation is paid by presence care transformation corporation ("pctc"), 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 pctc.”

“Form 1096 transmittal of u.s. Information returns medicare value partners (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 corporations accounts payable reportable on form 1096 are paid by presence care transformation corporation ("pctc"), 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 pctc.”

“Other changes in net assets or fund balances net asset transfer - intercompany true up $1,500 --------- total $1,500”

“Audited financial statements 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.”