Hospital Sisters Services Inc

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

“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.”

“The sole corporate member of hospital sisters services, inc (the "corporation") is the member of the corporation, which 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.”

“Pursuant to section 2.3 of the corporation's bylaws, the orgnization's member, 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, has the right to appoint and remove the corporation's board of directors.”

“RESPONSIBILITY FOR THE POLICY AND OPERATIONS OF HOSPITAL SISTERS SERVICES, INC. (THE "CORPORATION") IS VESTED IN ITS BOARD OF DIRECTORS, EXCEPT WITH RESPECT TO SPECIFIC POWERS RESERVED IN THE CORPORATION'S BYLAWS TO THE CORPORATION'S MEMBER, 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 shall be subject in all respects to the Member's right to exercise the reserved powers set forth in the bylaws 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 Member 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 Member's exclusive right to exercise the Reserved Powers. The Reserved Powers shall include all rights granted to the Member of a not-for-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 any Affiliate, the Chairperson of the Corporation, 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, the Chairperson of the Corporation, and the 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, tangible or intangible property of the Corporation or of any Affiliate, which property as a value in excess of limits set from time to time by the Member; (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; Approve the operating and capital budgets of the Corporation or of any Affiliate, and any deviations by the Corporation or any Affiliate from such budgets in an amount or percentage specified by the Member 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 the Member.”

“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'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 organization's 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 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 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, 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 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 interest 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”

“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.”

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

“Hospital sisters services, inc. (hssi) is the parent organization for various incorporated ministry organizations whose sole corporate member is hospital sisters health system (hshs). All expenses incurred assist in achieving the primary exempt purpose of hospital sisters services, inc. Which is as follows: hssi serves as the channel for tax exempt debt financing for the 501(c)(3) affiliated hospitals listed on schedule r. Kiara clinical integration network (kcin) and physicians clinical integration network (pcin) are disregarded entities of hssi. Pcin organizes, maintains, and operates for charitable, religious, educational and scientific purposes a program of clinical integration among health care providers designed to improve the quality of and access to, and control the cost of, health care for the patients and populations served by the 501(c)(3) hospitals and affiliated organizations of hssi. All costs incurred, except those detailed on the form 990-t, relate to advancing this purpose. Kcin exists to directly or indirectly create and provide a platform for storage, use and exchange of health information, provide leadership in the assemblage and use of health information and provide for the exchange of health information amongst authorized persons, and otherwise conduct, engage in, develop, arrange for, or support programs, relationships, systems, processes and infrastructure so as to improve the quality of and access to, and control the cost of, health care for patients of the affiliated 501(c)(3) hospitals of hssi. All costs incurred except those detailed on the form 990-t relate to advancing this purpose.”

“Hospital Sisters Services, Inc (HSSI) and its 15 Hospital Affiliates are included in the "HSSI - Obligated Group." Under the terms of the obligated group master trust indenture, each member of the obligated group is jointly and severally liable for all obligations issued thereunder. The tax exempt bonds are issued by Illinois Finance Authority and Wisconsin Health and educational facilities authority on behalf of HSSI and then allocated to the 15 hospitals for reporting on their respective balance sheets. Accordingly, this line is left blank on the HSSI Form 990, Part X.”

“Transfer from HSHS - KCIN - 1500263;”

“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. The COVID-19 pandemic caused an unprecedented disruption in healthcare services across the United States. HSHS responded with services that benefited our communities, including free telehealth screenings, free testing, and coordination with other healthcare providers in the communities we serve to best ensure access to needed care. In FY2021, HSHS collectively provided $201.4 million in Community Benefit (10.0% of total hospital expenses) including more than $1 million in response to the pandemic. Of the total Community Benefit provided, HSHS spent $15.5 million provided for Financial Assistance (aka Charity Care) and $142.8 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 $295.2 million. HSHS hospitals also recorded $62.9 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.”