Saint Anthony'S Physician Group

“Saint anthony's health system is the sponsoring organization and its sole member.”

“The governing body are elected/appointed by the governing body of saint anthony's health system.”

“The following powers and responsibilities shall be reserved to the sole member: a. Adoption of or revisions to the philosophy,mission and values according to which the corporation is operated; b. Appoint all directors of the corporation from candidates recommended by the nominating committee and remove any director of the corporation with or without cause; c. Approve all amendments to the corporation's articles of incorporation and bylaws; d. Approve all changes to the organizational structure of the corporation; e. Approve all plans of merger or consolidation relating to the corporation; f. Approve the sale, lease,exchange, mortgage, pledge, or other disposition of all or substantially all, the property and assets of the corporation; g. Approve any contract requiring an unbudgeted annual expenditure in excess of one hundred thousand dollars (100,000); h. Approve any unbudgeted borrowing of the corporation (or series of borrowings within any twelve (12) month period) in an amount in excess of one hundred thousand dollars (100,000); i. Approve a voluntary dissolution of the corporation; j. Approve a creation of all subsidiaries and controlled affiliates; k. Approve or amend, as applicable, the strategic and financial plans, goals, and objectives of the corporation, including, without limitation, the operating and capital budgets, incurrence of debt, investments, financial targets, capital leases, and the formation or dissolution of joint ventures and affiliates; l. Approve any transaction of the corporation or any of its affiliates that involves an alienation of property or other act of extraordinary administration under the canon law of the roman catholic church; and m. Approve any transaction by, or activity of, the corporation or any of its affiliates in contravention of the purposes of the corporation set forth in the articles of incorporation.”

“Annually the return of organization exempt from income tax for saint anthony's physician group will be provided to the saint anthony's health system governing board and saint anthony's health system finance committee for review prior to filing such returns with the internal revenue service. Written notification will be sent to each of the governing boards' members for saint anthony's physician group advising them that the returns have been filed and to contact mike nelson at (618) 463-5616 if they would like to review the respective return.”

“A questionnaire is provided annually to all members of the governing body requesting information related to potential conflicts of interest. The questionnaire is reviewed by the president/ceo and the corporate secretary of saint anthony's health system. If they determine that a conflict exists, the affected board member is prohibited from voting on any actions related to the conflict.”

“In 2010, hewitt associates was engaged to perform a review of executive compensation, including all disqualified persons. Hewitt associates issued an opinion letter showing rebuttable presumption of reasonableness of executive compensation for saint anthony's health center. This analysis involved comparable data. Saint anthony's continues to use hewitt's data by adjusting for an aging factor and looking at any market dynamics since 2010 when making changes to executive compensation. The compensation committee of the health system board oversees matters of executive compensation and utilizes outside consulting services when appropriate. The process is documented in compensation committee meeting minutes. There have been no changes to this process in the past year.”

“The compensation committee of saint anthony's health system, parent corporation, relied on market surveys and compensation analysis completed by hewitt associates during 2010 to assist in calculating compensation in 2012. The 2010 data was adjusted by an aging factor and changes in the market to create the 2013 compensation for senior team members. All of this activity is documented in the minutes of the compensation committee.”

“These documents are not made available to the public.”

“Capital contributions from sahs 4,223,000”