St Joseph Senior Housing

“SR. FRANCIS CLARE RADKE, JUDY AMIANO, Andrew Duren, James Stark, RONALD TINSLEY, Daniel Noonan, TRACY SHEARER AND DENISE BOUDREAU - Business relationship”

“The sole corporate member of St. Joseph Senior Housing is the Franciscan Sisters of Chicago Service Corporation ("FSCSC"). The members of FSCSC shall consist of the general minister and the members of the general council of the Franciscan sisters of Chicago. The members shall act in the stewardship capacity and ensure that all actions of St. Joseph Senior Housing are consistent with the purposes of FSCSC and the ethical and religious principles of the Franciscan Sisters of Chicago and in Furtherance of their Apostolates and the Catholic Church.”

“The sole members of the Franciscan Sisters of Chicago Service Corporation have the reserve power to appoint and remove directors and fill vacancies on the board of directors of St. Joseph Senior Housing.”

“The Member, the Franciscan Sisters of Chicago Service Corporation ("FSCSC"), shall have the following reserved powers: (A) Mission, Philosophy, Values. To review and consult with the FSCSC Board, prior to the FSCSC Board's approval or adoption of any changes to or deviations from the mission, philosophy and values of FSCSC (including as reflected in any statement of its mission, philosophy or values, or in any strategic plan, any annual, operating, capital and cash flow budgets ("Strategic and Financial Plans")), and to approve any such change or deviation. 1. To appoint the Vice President of Mission Integration and Pastoral Care. (b) Governing Document Amendments and Governance. 1. To approve any amendments to the Articles of Incorporation, Bylaws or similar governing documents of FSCSC or any Affiliate that would diminish the rights and powers of the Members as set forth herein or in such other governing documents. 2. To appoint and remove Directors and fill vacancies on the Board. 3. To appoint or remove the Chairperson and the President/CEO of FSCSC, after consultation with the Board. (c) Significant Actions. 1. To approve any merger, consolidation, dissolution or liquidation of FSCSC or any Affiliate, other than a merger or consolidation solely between existing Affiliates. 2. To approve the creation of any new Affiliate or any affiliation (including any arrangement by which FSCSC or any Affiliate has the right to appoint one or more members of the governing board or otherwise exercise approval or veto powers with respect to the management of any other entity, or by which another entity has such appointment, approval or veto rights with respect to FSCSC or any Affiliate). 3. To approve the establishment, termination, transfer or other acquisition or disposition of any major ministry, work or similar program by FSCSC or any Affiliate (including but not limited to elder care, home health, shelters, financial services, management services and affordable housing). 4. To approve the purchase, sale, donation, lease, mortgage, or any other acquisition, disposition or encumbrance of any assets of FSCSC or any Affiliate, over the amount set by the Members from time to time. 5. To approve the incurrence of indebtedness, or the guarantee of indebtedness of any person, by FSCSC or any Affiliate over an amount specified by the Members from time to time. (d) Information. To require that FSCSC provide any information reasonably related to and useful to the Members in exercising any of the reserved powers set forth in this section.”

“Management presented a final draft of the completed form 990, including all applicable schedules, to the audit and finance committee and made the same available to all board members, prior to its filing with the internal revenue service.”

“As provided for in the conflict of interest policy, it is the responsibility of the board or committee chair to ensure that each director, officer, and member of a board committee annually signs an FSCSC approved conflict of interest disclosure statement. Copies of all signed statements are forwarded to the corporate director of compliance and standards. Potential conflicts of interest of board members are brought to the attention of the board chair. After discussion with the interested person, he or she shall leave the board or committee meeting while a determination of a conflict of interest is discussed and voted on. Proposed transactions with interested persons on the board of directors or committee require the approval of the board prior to entering into the proposed transaction or arrangement. The interested person shall not be present during the presentation or the vote on the proposed transaction or arrangement. Key employees, officers and highest compensated employees are required to complete an annual conflict of interest statement that is reviewed by their direct supervisor. The supervisor will work with the compliance officer and possibly human resources in taking appropriate steps to address the potential conflict.”

“St. Joseph SEnior Housings' TOP MANAGEMENT OFFICIAL IS PAID BY THE FRANCISCAN SISTERS OF CHICAGO SERVICE CORPORATION ("FSCSC"), A RELATED TAX-EXEMPT ORGANIZATION. The board of directors of the organization has adopted an executive compensation philosophy to enable FSCSC to recruit, retain, develop and motivate capable and committed executive leaders essential to sustaining its mission and achieving its vision and organizational goals. The executive compensation committee monitors the compensation strategy to reflect changes in market conditions and executive needs. This strategy and the reward elements serve as a "road map" for the on-going administration of the compensation programs. The Board has adopted a philosophy of viewing executive compensation in its totality, considering all reward elements - both extrinsic and intrinsic, provided to executives. Annually, the executive compensation committee makes the recommendation on the compensation for the president and chief executive officer with final approval from the sponsor as recommended by the FSCSC board of directors. The recommendation is based, in part, on the review of the most current market data available and compensation strategy discussion. FSCSC's president and chief executive officer makes recommendations to the executive compensation committee for the establishment of salary ranges and salaries for the chief financial officer and chief operating officer of the organization. The executive compensation committee of the board of directors has adopted a practice of having a third-party review of total remuneration for executive staff and obtains a letter of reasonableness every two to three years. This third party review includes: 1. Obtain and analyze comparable compensation data for similar persons in functionally comparable positions in similar organizations; 2. Contemporaneous documentation and record keeping with respect to deliberations and decisions regarding the compensation arrangements is maintained; 3. The process of obtaining comparable compensation data was last performed in February 2016, and the executive Compensation Committee reviewed the third party data regarding Executive Compensation for the CEO, in light of the current year trends.”

“The organization makes its governing documents, conflict of interest policy and financial statements available to the public in accordance with applicable laws and regulations.”

“ST. Joseph Senior Houseing's other officers are paid by the Franciscan Sisters of Chicago Service Corporation ("FSCSC"), a related tax exempt organization. The President and Chief Executive Officer, makes recommendations to the executive compensation committee for the establishment of salary ranges and salaries for the chief financial officer and chief operating officer of the organization. The Chief Talent Officer is responsible for making recommendations and establishing compensation ranges for the positions of Vice President of Ministry Development; Chief Talent Officer; Vice President of Mission Integration and Pastoral Care, and Vice President of Clinical Services with the approval of the President and Chief Executive Officer. FSCSC's Chief Talent Officer has the responsibility to establish compensation recommendations for the organization's other officers and key employees. The process for determining the appropriate compensation of each position includes: 1. Human resource department obtains and analyzes comparable compensation data for similar persons in functionally comparable positions in similar organizations. The process of obtaining comparable compensation data was last performed in Spring 2017; 2. President and Chief Executive Officer reviews and makes final approval of compensation ranges and salaries; 3. Compensation review is shared with the executive compensation committee for all executive positions; 4. Contemporaneous documentation and recordkeeping with respect to deliberations and decisions regarding the compensation arrangements is maintained.”

“THE VALUES OF ST. JOSEPH SENIOR HOUSING INCLUDE: 1. RESPECT: reflect God in all we do; 2. DEDICATION: PASSIONATELY carry forward this ministry ENTRUSTED TO US: 3. STEWARDSHIP: RESPONSIBLY USING the gift of OUR RESOURCES; 4. JOY: GIVe FROM YOUR HEART.”