St Clare Memorial Hospital Inc

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

“Hospital sisters health system adopted a joint venture compliance program policy effective on january 1, 2012 for all system hospitals, including st. Clare memorial hospital. The overall purpose of the policy is to provide practical guidelines for ethical business conduct, to achieve compliance, and to detect and prevent violations of applicable laws. The policy requires all hshs hospitals to evaluate their participation in joint venture arrangements, including under applicable federal tax laws, and to safeguard the organization's tax exempt status with respect to any joint venture arrangements.”

“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 st. Clare memorial hospital (the corporation) is hospital sisters services, inc. ("hssi"), 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 organization's member, hospital sisters services, inc. ("hssi"), 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 st. Clare memorial hospital (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 services, inc. ("hssi"), an illinois not for profit corporation exempt from federal taxation under section 501(c)(3) of the internal revenue code. The member of hssi 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. The governance and operations of the corporation are subject to hssi's right to exercise these reserved powers with respect to the corporation and organizations of which the corporation is either, directly or indirectly, a controlling member or a controlling shareholder ("affiliates"). Hssi's right to exercise certain of these reserved powers is, in turn, subject to the approval of hshs and hshs' members. The reserved powers include all rights granted to hssi 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, and the chairperson and 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, or the chairperson and 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 property of the corporation or of any affiliate, which property has a value in excess of limits set from time to time by hssi; (g) approve debt incurred by the corporation or any affiliate in an amount in excess of limits set from time to time by hssi; (h) approve the operating and capital budgets of the corporation or of any affiliate, and any deviations by the corporation or of any affiliate from such budgets in an amount or percentage specified by hssi from time to time; (i) approve the strategic plan and 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 hssi.”

“The hospital 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 hospital cfo performs a thorough review of the return and reviews it with the hospital ceo and/or senior leaders before presenting it in its entirety to the hospital 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 implemented since january, 2009 to manage 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, and 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, vice president - risk & compliance, 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 interests 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 t”

“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). SULLIVAN COTTER, THE CONSULTANTS UTILIZED BY THE COMMITTEE, USE DATA FROM MULTIPLE TAX-EXEMPT PEER GROUP SOURCES TO DETERMINE SALARY RANGES, INCENTIVE OPPORTUNITY RANGES AND BENEFITS FOR THE HSHS executives. SULLIVAN COTTER 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.”

“Please see response to form 990, part vi, line 15a.”

“Upon request. The governing documents and conflict of interest policy are not made available to the general public at this time.”

“(Expenses $ 19,493,251 including grants of $)(Revenue $ 15,002,704) OTHER PROGRAM SERVICES OTHER PROGRAM SERVICES AT ST. CLARE MEMORIAL HOSPITAL ARE COMPRISED OF MEDICAL SURGICAL, WOUND CARE, PHARMACY, LABORATORY, RESPIRATORY THERAPY, REHABILITATION AND OTHER SERVICES.”

“The organization maintains net assets with donor restrictions and without donor restrictions on its balance sheet. Such funds are held by Hospital Sisters of St. Francis Foundation, Inc., a related tax-exempt organization. While these funds are held to further one or more exempt purposes of the filing organization, they are not maintained exclusively for the filing organization. The board of directors of Hospital Sisters of St. Francis Foundation, Inc. maintains ownership and ultimately authority and discretion over the use of these funds. Based on the above, the related amounts have not been reported as endowment funds on Part V of Schedule D.”

“Other Professional - Total Expense: 9549836, Program Service Expense: 9423098, Management and General Expenses: 126738, Fundraising Expenses: ;”

“The organization's cash reserves are invested in a pooled investment account maintained by hospital sisters health system ("hshs"). Participation in the pooled investment fund is limited to the 501(c)(3) hospitals and related health services organizations sponsored by the hospital sisters health system. The pooled account consists of cash, equity and debt securities that are publicly traded. In accordance with the provisions of statement of financial accounting standards ("sfas") no. 124, "accounting forcertain investments held by not-for-profit organizations", investments in equity securities with readily determinable fair values and all investments in debt securities are reported at fair value on the balance sheet. Income, realized and unrealized gains and losses are pooled and allocated to the participants. Individual components of assets and revenue are not identified to the individual hospital participants.”

“Change in Net Periodic Pension Costs - net of service costs - -170969; Tranfers between affiliates - -79912;”

“The form 1096, annual summary & transmittal of u.s. Information return is filed by the organization's parent, hospital sisters health systems (hshs) on the organization's behalf to transmit to the irs forms 1099, 1098, 5498 and w-2g. The organization is unable to determine the number of forms 1099, 1098, 5498 and w-2g filed by hshs on their behalf. As the parent organization, hshs ensures that the filing organization complies with all information return reporting requirements and backup withholding rules for reportable payments to vendors and reportable gaming winnings to prize winners, as applicable.”