Utlaut Memorial Foundation Inc

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

“The senior governing body of utlaut memorial foundation (the corporation) is the member of the corporation, which is hospital sisters services, inc. ("hssi"), an illinois not for profit corporation exempt from federal taxation under section 501(c)(3) of the internal revenue code.”

“RESPONSIBILITY FOR THE POLICY AND OPERATIONS OF THE UTLAUT MEMORIAL FOUNDATION (THE "CORPORATION") IS VESTED IN HSHS Holy Family Hospital's BOARD OF DIRECTORS, EXCEPT WITH RESPECT TO SPECIFIC POWERS RESERVED IN THE CORPORATION'S BYLAWS TO THE CORPORATION'S MEMBER, HOSPITAL SISTERS SERVICES, INC. ("HSSI"), AN ILLINOIS NOT FOR PROFIT CORPORATION EXEMPT FROM FEDERAL TAXATION UNDER SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE. HSSI HAS THE RIGHT TO APPOINT AND REMOVE THE CORPORATION'S BOARD OF DIRECTORS, CHAIRPERSON OF THE BOARD AND PRESIDENT.”

“RESPONSIBILITY FOR THE POLICY AND OPERATIONS OF THE UTLAUT MEMORIAL FOUNDATION (THE "CORPORATION") IS VESTED IN HSHS Holy Family Hospital's BOARD OF DIRECTORS, EXCEPT WITH RESPECT TO SPECIFIC POWERS RESERVED IN THE CORPORATION'S BYLAWS TO THE CORPORATION'S MEMBER, HOSPITAL SISTERS SERVICES, INC. ("HSSI"), AN ILLINOIS NOT FOR PROFIT CORPORATION EXEMPT FROM FEDERAL TAXATION UNDER SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE. THE MEMBER OF HSSI IS HOSPITAL SISTERS HEALTH SYSTEM ("HSHS"), AN ILLINOIS NOT FOR PROFIT CORPORATION EXEMPT FROM FEDERAL TAXATION UNDER SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE. THE GOVERNANCE AND OPERATIONS OF THE CORPORATION ARE SUBJECT TO HSSI'S RIGHT TO EXERCISE THESE 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 ("AFFILIATES"). HSSI'S RIGHT TO EXERCISE CERTAIN OF THESE RESERVED POWERS IS, IN TURN, SUBJECT TO THE APPROVAL OF HSHS AND HSHS' MEMBERS. THE RESERVED POWERS INCLUDE ALL RIGHTS GRANTED TO HSSI 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 ANY AFFILIATE, AND THE PRESIDENT OF THE CORPORATION OR OF ANY AFFILIATE; (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 ANY AFFILIATE, OR THE CHAIRPERSON AND PRESIDENT OF THE CORPORATION OR OF ANY AFFILIATE. (F) WITH RESPECT TO THE CORPORATION OR ANY AFFILIATE, APPROVE THE PURCHASE, SALE, ALIENATION, EXCHANGE, LEASE, OR ENCUMBRANCE OF ANY REAL PROPERTY OF THE CORPORATION OR OF ANY AFFILIATE, WHICH PROPERTY HAS A VALUE IN EXCESS OF LIMITS SET FROM TIME TO TIME BY HSSI; (G) APPROVE DEBT INCURRED BY THE CORPORATION OR ANY AFFILIATE IN AN AMOUNT IN EXCESS OF LIMITS SET FROM TIME TO TIME BY THE MEMBER. (H) APPROVE THE OPERATING AND CAPITAL BUDGETS OF THE CORPORATION OR OF ANY AFFILIATE, AND ANY DEVIATIONS BY THE CORPORATION OR OF ANY AFFILIATE FROM SUCH BUDGETS IN AN AMOUNT OR PERCENTAGE SPECIFIED BY HSSI FROM TIME TO TIME; (I)APPROVE THE STRATEGIC PLAN AND ANNUAL GOALS OF THE CORPORATION OR OF ANY AFFILIATE; (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 THE FINANCIAL POLICIES AND PROCEDURES OF THE CORPORATION OR OF ANY AFFILIATE, AND APPROVE ANY DEVIATIONS FROM SUCH POLICIES AND PROCEDURES BY THE CORPORATION OR ANY AFFILIATE; AND (O) ADOPT POLICIES TO IMPLEMENT THE RESERVED POWERS OF HSSI.”

“THE UTLAUT MEMORIAL FOUNDATION does not have a committee with broad authority to act on behalf of the governing body.”

“The organization employs 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 cfo performs a thorough review of the return and reviews it with the hospital ceo and/or senior leaders before presenting it in its entirety to the hospital board for questioning and review prior to the return's signing and submission to the irs.”

“The organization is subject to the corporate compliance program and conflict of interest policy ("policy") of hospital sisters health system, an illinois not for profit corporation exempt from federal taxation under section 501(c)(3) of the internal revenue code. A revised corporate compliance program and conflict of interest policy have been implemented since january, 2009 to manage conflicts of interest using a system-wide protocol for disclosure statements. In accordance with the organizaton'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 or its affiliates. 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. Covered persons are required to review and complete the corresponding conflict of interest statement. The system office vice president - system responsibility, vice president - risk & compliance, 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 is required promptly to disclose the interest to the committee using the hshs conflict of interest disclosure statement. Completed conflict of interest statements are submitted to the committee, which is responsible for identifying, assessing, and managing conflicts of interest that arise in the course of conducting the affairs of hshs and its affiliates. If the committee determines that a conflict of interest exists, the conflict of interest policy requires hshs not to 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 t”

“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). INTEGRATED HEALTHCARE STRATEGIES ("IHS"), THE CONSULTANTS UTILIZED BY THE COMMITTEE, USE DATA FROM MULTIPLE TAX-EXEMPT PEER GROUP SOURCES (derived from a full market review conducted every other year) TO DETERMINE SALARY RANGES, INCENTIVE OPPORTUNITY RANGES AND BENEFITS FOR THE HSHS executives. IHS 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. The process for reviewing compensation by the compensation committee is completed each fiscal year.”

“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.”

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

“Intercompany Transactions - -22833;”

“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 fy2018, hshs collectively provided $198.4 million in community benefit (9.1% of total hospital expenses). This amount included $25.7 million provided for financial assistance (a.k.a. Charity care) and $133.7 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 $221.5 million. Hshs hospitals also recorded $45.9 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.”