Franciscan Community Benefits Services Inc.

“Sr. Francis clare radke, judy amiano, annette shoemaker, sandra singer, ronald tinsley, tracy shearer and denise boudreau. - business relationship”

“The sole corporate member of franciscan community benefit services is the franciscan sisters of chicago service corporation ("fscsc"). The members of fscsc shall consist of the general minister and the members of the general council of the franciscan sisters of chicago (the "members"). The members shall act in a stewardship capacity and ensure that all actions of franciscan community benefit services are consistent with the purposes of fscsc and the ethical and religious principles of the franciscan sisters of chicago and in furtherance of their apostolates and the catholic church.”

“The sole corporate member, the franciscan sisters of chicago service corporation, has the reserve power to appoint and remove directors and fill vacancies on the board of directors of franciscan community benefit services.”

“The member, the franciscan sisters of chicago service corporation ("fscsc"), shall have the following reserved powers: (a) to approve the corporation's strategic plans, annual, operating, capital and cash flow budgets and similar documents developed by the board. (b) governing document amendments and governance - 1. To approve any amendments to the articles of incorporation, bylaws or similar governing documents of the corporation; 2. To appoint and remove directors and fill vacancies on the board of directors. 3. To appoint or remove the chairperson, president and ceo, of franciscan community benefit services. (c) significant actions - 1. To approve any merger, consolidation, dissolution or liquidation of franciscan community benefit services, or any affiliate, other than a merger or consolidation solely between existing affiliates, subject to approval of the members of fscsc; 2. To approve the creation of any new affiliate or any affiliation, subject to approval of the members of fscsc; 3. To approve the establishment, termination, transfer or other acquisition or disposition of any major ministry, work or similar program by franciscan community benefit services or any affiliate, subject to approval of the members of fscsc; 4. To approve the purchase, sale, donation, lease, mortgage, or any other acquisition, disposition or encumbrance of any assets of franciscan community benefit services, or any affiliate, over the amount set by the members from time to time, subject to the approval of the members of fscsc; 5. To approve the incurrence of indebtedness, or the guarantee of indebtedness of any persons, by franciscan community benefit services, or any affiliate, over an amount specified by the members from time to time.”

“Management presented a final draft of the completed form 990, including all applicable schedules, to the audit and finance committee, and were made available to all members of the board of directors, prior to its filing with the internal revenue service.”

“As provided for in the conflict of interest policy, it is the responsibility of the board or committee chair to ensure that each director, officer, and member of a board committee annually signs an fscsc approved conflict of interest disclosure statement. Copies of all signed statements are forwarded to the compliance officer. Key employees, officers and highest compensated employees are required to complete an annual conflict of interest statement that is reviewed by their direct supervisor. Potential conflicts of interest of board members are brought to the attention of the board chair. After discussion with the interested person, he or she shall leave the board or committee meeting while a determination of a conflict of interest is discussed and voted on. Proposed transactions with interested persons on the board of directors or committees require the approval of the board prior to entering into the proposed transaction or arrangement. The interested person shall not be in attendance during the presentation or the vote on the proposed transaction or arrangement. Key employees, officers and highest compensated employees are required to complete an annual conflict of interest statement that is reviewed by their direct supervisor. The supervisor will work with the compliance officer and possibly human resources in taking appropriate steps to address the potential conflict.”

“Franciscan community benefit services' top management official is paid by the franciscan sisters of chicago service corporation ("fscsc"), a related tax-exempt organization. The board of directors of fscsc has adopted an executive compensation philosophy to enable fscsc to recruit, retain, develop and motivate capable and committed executive leaders essential to sustaining its mission and achieving its vision and organizational goals. The board of directors appointed an executive compensation committee of the board to meet this responsibility. The executive compensation committee will continually monitor the compensation strategy to reflect changes in market conditions and executive needs. This strategy and the reward elements serve as a "road map" for the on-going administration of the compensation programs. The board has adopted a philosophy of viewing executive compensation in its totality, considering all reward elements - both extrinsic and intrinsic, provided to executives. The executive compensation committee makes the recommendation on the compensation for the president and chief executive officer with final approval from the sponsor and the fscsc board of directors. The annual review process for determining the appropriate compensation of the top management official include: 1. Obtaining and analyzing comparable compensation data for similar persons in functionally comparable positions in similar organizations; 2. Contemporaneous documentation and recordkeeping with respect to deliberations and decisions regarding the compensation arrangements; 3. The process of obtaining comparable compensation data, as outlined above, was last performed in august 2013.”

“Franciscan community benefit services' other officers are paid by the franciscan sisters of chicago service corporation ("fscsc"), a related tax-exempt organization. Fscsc's president and chief executive officer, makes recommendations to the executive compensation committee for the establishment of salary ranges and salaries for the chief financial officer and chief operating officer of the organization, with final approval from the fscsc board of directors. The vice president of human resources is responsible for making recommendations and establishing compensation ranges for the positions of vice president of ministry development; vice president of human resources; vice president of mission integration and pastoral care, and vice president of clinical services with the approval of the president and chief executive officer. Fscsc's vice president of human resources has the responsibility to establish compensation recommendations for the organization's other key employees. The process for determining the appropriate compensation of each position includes: 1. Human resource department obtains and analyzes comparable compensation data, from leading age and cemo, for similar persons in functionally comparable positions in similar organizations. The process of obtaining comparable compensation data was last performed in august 2013. 2. President and chief executive officer reviews and makes final approval of compensation ranges and salaries. 3. Compensation review is shared with the executive compensation committee for all executive positions. 4. Contemporaneous documentation and recordkeeping with respect to deliberations and decisions regarding the compensation arrangements.”

“The organization makes its governing documents, conflict of interest policy and financial statements available to the public in accordance with applicable laws and regulations.”

“The values of franciscan community benefit services include: 1. Respect: seeing the face of god reflected in those we serve; 2. Service: responding to the needs of others before our own; 3. Dedication: passionately fulfilling this call entrusted to us; 4. Stewardship: responsibly using our resources, aware that all creation is a gift; 5. Joy: giving from your heart.”

“Francsican community benefit services is operated solely for the charitable and religious purpose of the franciscan sisters of chicago. The charism of the franciscan sisters of chicago is to devote themselves to the ministry of providing care and housing to the elderly and infirm. In addition, franciscan community benefit services provides scholarships to young urban catholic women who come from low-income housing through the madonna foundation.”