Hospital Sisters Health System

“Provisions within the corporate compliance program and conflict of interest policy provide protections for whistleblower type activities.”

“Per article 5.5 of the organization's by-laws, the governing body delegates broad authority to an executive committee. The executive committee shall be vested with and may in its discretion exercise the full powers, duties, responsibilities, and authority of the board except where prohibited by law and subject to any limitations imposed by the bylaws or the board of directors. As provided in the by-laws, the executive committee shall consist of four to six members, including the chairperson of the board, the vice chairperson, the president and other members selected from among the directors by the board.”

“Hospital sisters health system adopted a joint venture compliance program policy effective on january 1, 2012 for all system hospitals, including st. Anthony's hospital. The overall purpose of the policy is to provide practical guidelines for ethical business conduct, to achieve compliance, and to detect and prevent violations of applicable laws. The policy requires st. Anthony hospital, and all hshs hospitals, to evaluate their participation in joint venture arrangements, including under applicable federal tax laws, and to safeguard st. Anthony hospital's tax exempt status with respect to any joint venture arrangements.”

“THE BYLAWS WERE AMENDED WITH THE FOLLOWING SIGNIFICANT CHANGES: The Board of Directors shall consist of from 8 to 13 individuals (each a "Director"). The Board will be appointed by the Member and consist of individuals who meet such criteria for appointment to the Board as may be established from time to time by the Member.”

“The Members of this corporation shall be Hospital Sisters Ministries, which shall consist of the individuals who from time to time are duly appointed by the Provincial Council of the Hospital Sisters of St. Francis to be members of the Hospital Sisters Ministries and shall have all powers granted to members of not-for-profit corporations under the laws of the State of Illinois, the Corporation's Articles of Incorporation and Bylaws.”

“Pursuant to Section 2.3 of the HSHS Bylaws, the member, Hospital Sisters Ministries, which shall consist of the individuals who from time to time are duly appointed by the Provincial Council of the Hospital Sisters of St. Francis, shall have the right to appoint and remove the HSHS board of directors, officers of the board and president.”

“The governance and operations of the Corporation shall be subject in all respects to the Members' right to exercise the reserved powers set forth in this section (the "Reserved Powers") with respect to the Corporation and organizations of which the Corporation is either, directly or indirectly, a controlling member or a controlling shareholder (the "Affiliates"). The Members shall have the exclusive right to exercise the Reserved Powers, and the Board of Directors of the Corporation shall have no power or authority over the Corporation which would in any way conflict with the Members' exclusive right to exercise the Reserved Powers. The Reserved Powers shall include all rights granted to the Members of a notfor-profit corporation by law and the right to: (a) Adopt, approve amendments to, or amend any statement of philosophy, mission, mission integration or values or any name, logo, or mark of the Corporation or of any Affiliate; (b) Adopt, approve amendments to, or amend the Articles of Incorporation of the Corporation or of any Affiliate; (c) Adopt, approve amendments to, or amend the Bylaws of the Corporation or of any Affiliate; (d) Appoint and remove the Board of Directors, any one or more of the Directors of the Corporation or of Hospital Sisters Services, Inc. ("HSSI"), and the Chairperson and President of the Corporation or of HSSI; (e) Approve the recommendation of the Board of Directors to appoint or remove the Board of Directors, any one or more Directors of the Corporation or of HSSI, or the Chairperson and President of the Corporation or of HSSI. (f) With respect to the Corporation or any Affiliate, approve the purchase, sale, alienation, exchange, lease or encumbrance of any real, tangible or intangible property of the Corporation or of any Affiliate, which property has a value in excess of limits set from time to time by the Members; (g) Approve debt incurred by the Corporation or any Affiliate in an amount in excess of limits set from time to time by the Members; (h) Approve deviations by the Corporation from the annual capital and operating budgets in an amount or percentage specified by the Members from time to time; (i) Approve the consolidated strategic plan and goals of the Corporation; (j) Approve the sale of substantially all of the assets of the Corporation or of any Affiliate; (k) Approve the merger or dissolution of the Corporation or of any Affiliate; (l) Adopt or amend the plan for ministry education and governance for the Corporation and its Affiliates; (m) Approve the Corporation's Mission Accountability Reports and those of any Affiliate; (n) Approve material actions with respect to employee retirement plans sponsored by the Corporation or any Affiliate; and (o) Adopt policies to implement the Reserved Powers of the Members.”

“The organization engages crowe llp to assist in the overall review and electronic submission of its form 990. Crowe llp provides guidance in identifying critical errors in the return submission and feedback on quantitative and qualitative responses. Additionally, the organization's cfo performs a thorough review of the return, and reviews it with the organization's ceo, and/or senior leaders, before presenting it in its entirety to the board for questioning and review prior to the return's signing and submission to the irs.”

“A revised corporate compliance program and conflict of interest policy have been used since january, 2009 to establish the practice of managing conflicts of interest using a system-wide protocol for disclosure statements. In accordance with the organization's conflict of interest policy, all covered persons have a duty to comply with the conflict of interest policy for any contract, transaction, relationship, or activity contemplated, entered into, or conducted at hshs. The policy defines covered persons as board members, board committee members, officers, board designees, senior management, members of any committee that oversees the approval of pharmaceuticals and medical devices, and any other individual who holds a position of trust. On an annual basis, hshs discloses a copy of the conflict of interest policy, (and all corresponding procedures, guidelines, forms, and tools), to all covered persons, and advises all covered persons in writing of any substantive changes to this policy and such related materials. The covered persons are required to review and complete the corresponding conflict of interest statement. The system office vice president, system responsibility or members of the audit and integrity committee ("committee") are available to answer any questions a covered person may have. In addition, if, at any time after submitting an annual conflict of interest statement, a covered person becomes aware of an interest that he or she would have had to disclose at the annual interval, the covered person shall promptly disclose the interest to the committee using the hshs conflict of interest disclosure statement. Completed conflict of interest statements are submitted to the committee of hshs which is responsible for identifying, assessing, and managing conflicts of interest that arise in the course of conducting the affairs of hshs. If the committee determines that a conflict of interest exists, hshs shall not engage in, or enter into a proposed contract, transaction, relationship, arrangement, or activity unless the committee or, where necessary, the board of directors (acting through its disinterested members), has investigated alternatives to the proposed contract, transaction, relationship, arrangement, or activity and, in the absence of alternatives that are in the best interests of hshs, has determined: 1. That, regardless of whether the covered person participates in the implementation of the proposed contract, transaction, relationship, arrangement, or activity; 2. The contract, transaction, arrangement, or activity is in the best interests of hshs; 3. The contract, transaction, arrangement, or activity is fair and reasonable from the perspective of hshs; and 4. Hshs cannot obtain a more advantageous contract, transaction, arrangement or activity with reasonable efforts under the circumstances. In determining whether a contract, transaction, or arrangement is fair and reasonable to hshs, the committee shall consider, where applicable: 1. Appraisals or other independent valuations of the fair market value of the contract, transaction, or arrangement; 2. Information regarding comparable contracts, transactions, or arrangements between unrelated parties; 3. Offers from comparable competing entities; and/or 4. Studies of comparable compensation arrangements. In any case in which the committee finds, after taking the steps described above, that hshs should participate in a proposed transaction or arrangement despite the existence of a conflict of interest, the committee shall develop, implement, monitor, and enforce compliance with a conflict management plan for managing the conflict of interest as it considers necessary for such findings to remain valid throughout the life of the contract, transaction, relationship, arrangement, or activity. All conflict management plans shall: 1. State that the committee will oversee, monitor, and enforce compliance with the plan throughout the course of the study, and specify mea”

“THE COMPENSATION COMMITTEE (COMMITTEE) IS COMPRISED OF INDEPENDENT MEMBERS OF THE BOARD OF DIRECTORS. THE COMMITTEE DEVELOPS A COMPENSATION PHILOSOPHY FOR THE SYSTEM AND ALL AFFILIATES. THE COMMITTEE SELECTS AND HIRES THE INDEPENDENT COMPENSATION CONSULTANT TO DEVELOP COMPARABILITY DATA AND ADVISE THE COMMITTEE DURING ITS DELIBERATIONS REGARDING ALL ELEMENTS OF TOTAL COMPENSATION FOR ALL HSHS EXECUTIVES, (the top management official, other officers and key employees). SULLIVAN COTTER, THE CONSULTANTS UTILIZED BY THE COMMITTEE, USE DATA FROM MULTIPLE TAX-EXEMPT PEER GROUP SOURCES TO DETERMINE SALARY RANGES, INCENTIVE OPPORTUNITY RANGES AND BENEFITS FOR THE HSHS executives. SULLIVAN COTTER THEN ASSISTS THE COMMITTEE IN PREPARING CONTEMPORANEOUS DOCUMENTATION OF ALL ACTIONS. EACH COMMITTEE MEETING IS CONDUCTED WITH THE INTENT TO CREATE A REBUTTABLE PRESUMPTION OF REASONABLENESS FOR ALL ELEMENTS OF EXECUTIVE TOTAL COMPENSATION. THE CHAIRMAN MAKES THIS DECLARATION AND ALSO INQUIRES IF THERE ARE ANY CONFLICTS OF INTEREST BY ANY ATTENDEES. ANY CONFLICTS ARE DISCLOSED AND THE COMMITTEE THEN ACTS IN A MANNER TO AVOID ANY CONFLICTED INDIVIDUAL PARTICIPATING IN ANY MANNER WHERE A CONFLICT MIGHT EXIST. AT THE END OF THE MEETING, THE COMMITTEE PREPARES CONTEMPORANEOUS MINUTES THAT RECORD ALL ACTIONS TAKEN DURING THE MEETING.”

“Please see response to form 990, part vi, line 15a.”

“Board-approved financial statements are made available to the public upon request. The governing documents and conflict of interest policy are not made available to the general public at this time.”

“Hospital sisters health system employs the management/officers of the various entities which are centrally supported for the benefit of the hospitals it supports.”

“The organization maintains net assets without donor restrictions on its balance sheet. Such funds are held by Hospital Sisters of St. Francis Foundation, Inc., a related tax-exempt organization. While these funds are held to further one or more exempt purposes of the filing organization, they are not maintained exclusively for the filing organization. The board of directors of Hospital Sisters of St. Francis Foundation, Inc. maintains ownership and ultimately authority and discretion over the use of these funds. Based on the above, the related amounts have not been reported as endowment funds on Part V of Schedule D.”

“Hospital sisters health system cash reserves are invested in a pooled investment account. Participation in the pooled fund is limited to the 501(c)(3) hospitals and related health services organizations sponsored by hshs. The pooled account consists of cash, and equity and debt securities that are publicly traded. In accordance with the provisions of sfas no. 124 "accounting for certain investments held by not-for-profit organizations," investments in equity securities with readily determinable values, and all investments in debt securities, are reported at fair value on the balance sheet. Income, realized and unrealized gains and losses are not identified to the participants.”

“Change in pension fund status - 5614878; equity in earnings of kiara - 953379; transers from affiliates - 5374406; net assets released ppe - 121805;”

“Headquartered in Springfield, Illinois, Hospital Sisters Health System (HSHS) is a highly integrated, multi-institutional health care system comprised of 15 hospitals and more than 200 physician practice sites in Illinois and Wisconsin. HSHS is sponsored by Hospital Sisters Ministries (HSM), which is a public juridic person of the Roman Catholic Church. HSHS continues the health care ministries begun by its founders, the Hospital Sisters of St. Francis, more than 140 years ago, in rural and midsized communities throughout Illinois and Wisconsin. HSHS provides compassionate, holistic, high quality, and cost-effective health care through its acute care hospitals, physician practices, home health programs, palliative and hospice programs, and community outreach services. In addition, HSHS affiliated hospitals include critical access facilities that offer essential health services that otherwise would not be available in many communities. Our mission calls us to reveal and embody Christ's healing love for all people, and we extend our high quality Franciscan health care ministry beyond the walls of our hospitals by providing community health improvement services with special emphasis on the poor and vulnerable. In addition to providing community health improvement services to the broader community, HSHS cares for everyone who comes to its facilities, regardless of their ability to pay. In tandem with a variety of cross sector community partners, HSHS's Community Benefit initiatives are strategically planned and professionally implemented to improve access to health care services; enhance the health of the community; advance medical or general health care knowledge; and relieve or reduce the burden of government to improve health. In FY2024, HSHS collectively provided $259.6 million in Community Benefit (8.1% of total hospital expenses). Of the total Community Benefit provided, HSHS provided $2.8 million for Financial Assistance (aka Charity Care) and $191.3 million for unreimbursed care provided as part of the Medicaid program. In addition, HSHS hospitals committed significant resources to treat Medicare patients. The cost of providing services to primarily elderly beneficiaries of the Medicare program - in excess of governmental and managed care contract payments - was $379.4 million. HSHS hospitals also recorded $72.8 million in uncollectible accounts. While HSHS does not count the latter two amounts as Community Benefit, they nonetheless reflect our commitment to serving all persons in need of care. In addition to the dollars invested in our Community Benefit programs, HSHS continues to reinvest any surplus revenue from operations and investments into new medical technology, facility infrastructure and health care services in our communities. By doing so, we ensure our ability to meet the ongoing demand for high quality, efficient and easily accessible health care.”