Trinity Health - Michigan

“The sole member of th-mi is trinity health corporation. See line 7 for additional information.”

“Trinity health corporation is the sole member of th-mi. Trinity health corporation has the right to appoint all persons to the board of directors of th-mi.”

“As sole member, trinity health corporation must approve certain decisions of the governing body, including the strategic plan, annual capital plan, and annual operating budget. Trinity health corporation must also approve significant changes such as a merger, dissolution, sale of assets in excess of certain limits, and modifications to governing documents.”

“Prior to filing, the form 990 for th-mi is reviewed by senior management. In addition, certain key sections of the form are reviewed by the executive committee of the board of directors. Each member of the board receives a copy of the return in its final form before it is filed with the internal revenue service.”

“Th-mi has adopted trinity health's governance policy no. 1, which sets forth the organization's conflict of interest policy and processes. It applies to all "interested persons" of th-mi, which includes directors, principal officers, key employees, and members of committees with board-delegated powers. Interested persons are expected to discharge their duties in a manner the person reasonably believes to be in the best interests of th-mi and to avoid situations involving a conflict of interest. On an annual basis, interested persons are required to complete a conflict of interest disclosure statement and to affirm their receipt of the conflict of interest policy, compliance with its requirements, and agree to notify the organization of changes impacting their annual disclosure in accordance with the policy. The annual disclosures are provided to the integrity and compliance officer. If a potential conflict is identified, the integrity and compliance officer shares the disclosures with internal legal counsel, from which legal counsel prepares a report for the board chair and ceo. A summary of potential conflicts is reviewed with the board of directors of th-mi (or a delegated committee of the board) on a yearly basis. Interested persons are required to make full disclosure to th-mi of any financial or business interests that might result in or have the appearance of a conflict of interest. The board of directors of th-mi (or a delegated committee of the board) is responsible for the review of transactions to determine whether an actual conflict of interest exists. In the event of an actual conflict, the board (or a delegated committee of the board) will either avoid the conflict or appropriately scrutinize the transaction to ensure it is in the best interests of th-mi. Interested persons are required to recuse themselves from discussion and voting on matters involving a conflict of interest. The policy further addresses the proper documentation of the proceedings and potential disciplinary and corrective action for violations of the policy. The policy is available to the public upon request.”

“Questions 15a and 15b are answered "no" because the compensation for the ceo and certain officers and key management officials of th-mi is established and paid by trinity health, a related organization. In establishing compensation for these individuals, trinity health follows a process and policy that is intended to mirror the irc section 4958 guidelines for obtaining a "rebuttable presumption of reasonableness" with regard to compensation and benefits. As part of that process, the compensation and benefits of these individuals are reviewed at least annually by the trinity health board or the trinity health human resources and compensation committee (hrcc) of the board, authorized to act on behalf of the board with respect to certain compensation matters. As part of its review process, the hrcc retains an independent firm experienced in compensation and benefit matters for not-for-profit health care organizations to advise it in the determinations it makes on the reasonableness of proposed compensation and benefits arrangements. For other executives who are not part of the rebuttable presumption process, trinity health uses a market analysis to determine the appropriateness of the executive's compensation.”

“Th-mi is a subsidiary organization in the trinity health system. Trinity health makes certain of its key documents available to the public on its website, www.trinity-health.org, in the "about us" section. In this section, the consolidated audited financial statements are publicly available. In addition, th-mi includes a copy of its most recently filed schedule h on both its own website and trinity health's website. Th-mi's governing documents and conflict of interest policy are available upon request.”

“Equity transfers to affiliates -72,089,521. Change in deferred retirement costs 4,952,889. Income from discontinued operations 1,102,671. Other transactions 2,127,184. Asset impairment -5,134,152. Net assets released from restrictions for capital acquisitions -291,538. Equity gain in unconsolidated affiliates 4,085,461. Partnership and stockholders equity activity 1,936,297.”

“Th-mi's financial statements were included in the fy21 consolidated financial statements of trinity health, which were audited by an independent public accounting firm.”

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