Saint Anthony'S Physician Group

“By adopting certain provisions of the corporate bylaws, the board of directors has delegated broad authority to the executive committee of the board. The bylaws provide that the executive committee shall be authorized to take such action as may be necessary on behalf of the corporation during periods when the board of directors is not in session.”

“Saint anthony's physician group has no corporate stock or stockholders. Its sole member is osf healthcare system, which is controlled by members of a religious congregation of the catholic church also known as the sisters of the third order of st. Francis. The governing board of the sisters of the third order of st. Francis, an illinois not for profit corporation and the sole member of osf healthcare system, holds reserved powers to elect and remove all of the members of the board of directors of saint anthony physician group.”

“As governed by canonical and civil guidelines pertaining to roman catholic church properties and as provided in the bylaws, certain transactions of saint anthony's physician group may be authorized only by vote of the governing board of the sisters of the third order of st. Francis, which vote is to be taken only after considering the advice of the board of directors of osf healthcare system. These transactions are as follows: - to establish the philosophy and mission according to which the corporation operates. - to amend the corporation's articles of incorporation and bylaws. - to elect and remove with or without cause the directors of the corporation. - to merge or dissolve the corporation. - to lease, sell, encumber or otherwise alienate real property of the corporation. - to approve any transfer, lease, sale or encumbrance of personal property of the corporation except in the ordinary course of business. - to approve any borrowing or debt financing in excess of a specified limit (currently $1,000,000) established by resolution of the member. - to appoint (or approve the appointment of) or remove the corporation's chairperson, chief executive officer, president, regional president/chief executive officers, and the local president/chief executive officer of each health care facility and operating division owned, operated or controlled by the corporation. - to approve strategic plans, management objectives and capital and operating budgets of the corporation. - to approve any purchase or other acquisition in excess of a specified limit (currently $1,000,000) established by resolution of the member. - to require a certified audit of the corporation's finances and to appoint the certified public accountant to perform the audit. - to approve the engagement of any outside legal counsel to represent the corporation on a regular basis and the dismissal of any current legal counsel representing the corporation on a regular basis. - to give preliminary approval prior to the development of, and to give final approval prior to the execution of, all documents to which the corporation is or will be a party and which relate to the creation, formation, organization, or termination of any other legal entity (whether a corporation, limited liability company, partnership, or any other entity) in which the corporation will have any ownership interest, membership interest, power to elect or appoint board members or officers, or any other formal participation arrangement, whether acting alone or in conjunction with any other person or entity.”

“The initial draft form 990 and all required schedules are prepared using a multi-disciplinary process which corporate finance and accounting, corporate legal, corporate compliance, and corporate marketing and communications personnel who focus initially on specific portions of the return. The completed draft form 990 and all schedules are then reviewed by this same multi-disciplinary team to ensure accuracy and integration of the individual parts and schedules. In addition, the information and schedules of the returns are sent to the corporation's outside auditors, kpmg llp for review and comment. Kpmg reviews the information and schedules and prepares and signs the final return. Comments from the multi-disciplinary team and from the auditors are incorporated into a proposed final version of form 990 and all schedules. This proposed final version is then sent via e-mail to all officers and members of the board of directors for their review prior to filing. Any appropriate changes requested by the officers and directors are then incorporated in the final form 990 and all schedules for filing.”

“Disclosures by officers, directors and trustees, as well as key employees and employees charged with purchasing, procurement and contracting decision-making are made through an electronic reporting system. Disclosures are received and reviewed by the corporate compliance division. If a potential conflict of interest is identified, then the disclosing employee is notified of the potential conflict and may be asked for additional information about the interest. The corporate compliance division determines whether a plan to manage a possible or actual conflict of interest is needed, discusses the management plan with the employee and monitors the employee's compliance with the plan. Plans to manage conflicts are tracked through the electronic disclosure system.”

“The board of directors has established a board committee known as the human resources committee whose members are all professed members of the religious congregation known as the sisters of the third order of st. Francis who have taken a vow of poverty. Hence, they do not personally benefit from decisions of the committee. The chief executive officer (ceo) is not a member of the committee. The performance of the ceo and his achievement of annual goals is evaluated each year by the full board of directors, and his performance review is provided to the committee. The committee also obtains compensation survey data and recommendations from a nationally recognized independent compensation consultant. Based on all of these factors, the committee sets the base salary and benefits of the ceo and approves the executive compensation plan applicable to the ceo. Prior to payment of any bonus or incentive compensation, the total compensation for the ceo, including base salary, benefits, and proposed bonus or incentive compensation, is again reviewed by a nationally recognized consultant to ensure that no excess benefit amount is paid or furnished.”

“The board of directors has established a board committee known as the human resources committee whose members are all professed members of the religious congregation known as the sisters of the third order of st. Francis who have taken a vow of poverty. Hence, they do not personally benefit from decisions of the committee. The committee determines which officers, key employees and other employees are eligible to participate in the executive compensation plan. Based on performance reviews by the supervisors of such persons and compensation survey data and recommendations from a nationally known independent compensation consultant, the committee approves any executive compensation plan applicable to key employees and establishes the base salary and benefits for plan participants. Prior to payment of any bonus or incentive compensation, the total for each key employee, including base salary, benefits, and proposed bonus or incentive compensation, is again reviewed by a nationally recognized compensation consultant to ensure that no excess benefit amount is paid or furnished.”

“Saint anthony's physician group makes its form 990 and documentation of its exempt status under section 501(c)(3) of the code available for public inspection and copying upon request in accordance with section 6104 of the internal revenue code. Names and addresses of contributors are not disclosed. Requests may be made in person, in writing, or by telephone. Requests made in person are accepted at the facility. Requests made in writing or by telephone to any facility or location of the corporation are forwarded to the corporate and accounting division, which then provides copies of the requested documents in the manner requested (if such delivery method is available to the corporation).”

“The corporation makes its articles of incorporation, corporate bylaws, and conflict of interest policy available to the public upon request. All requests are forwarded to the corporate legal division, which then provides copies of the requested documents in the manner requested (if such delivery method is available to the corporation). In addition, the corporation's articles of incorporation are publicly available from the office of the illinois secretary of state or from the recorder of deeds in woodford county, illinois, site of the corporation's registered office. Financial statements of the corporation are publicly available on the electronic municipal market access (emma) website of the municipal securities rulemaking board (msrb) and from the illinois attorney general.”

“Reportable compensation in part vii was determined from a review of payroll queries from the organization's and related organization's payroll and general ledger modules, yearly payroll reports, and w-2 filings.”

“Transfers from OSF Healthcare System 3,526,000”