Mercy Clinics Inc

“Per Section 8.6 of the bylaws, the Executive Governance committee (EGC) shall consist of no fewer than six voting members. The EGC shall include the three Physician Directors, one member appointed by the Corporate Member and an appropriate mix, as determined by the Board of Directors, of primary care and specialty physicians in order to reflect the activities of the Corporation. Each member of the EGC other than the Chief Medical Officer, if any, the President and Chief Executive Officer of the Corporation and the member appointed by the Corporate Member shall be a physician employed by the Corporation and appointed by the President and chief Executive Officer. Upon the request of the Board of Directors, the EGC shall advise and make recommendations to the Board of Directors regarding any matter involving the medical services provided by the physician employees of the Corporation and any matter that it believes is of concern to the physician employees of the Corporation; develop and implement medical education programs; develop and implement rules of medical practice; provide utilization review, utilization management and quality assurance oversight; and provide advice and counsel to the Physician Compensation Committee on matters related to physician compensation. The EGC shall be advisory only and shall not have any powers of the Board except as may be specifically delegated by the Board from time to time.”

“Per Section 6.1 of the bylaws, the sole member of the Corporation shall be Catholic Health Initiatives - Iowa, Corp. d/b/a Mercy Medical Center - Des Moines, an Iowa nonprofit corporation (the Corporate Member).”

“The right to select the Directors of the Corporation is reserved to the Corporate Member. Per Section 5.5 of the bylaws, Directors shall be approved by the Corporate Member no later than June 30th of each year, as needed to fill any expired terms or vacancies among the Directors. The Corporate Member shall select the Physician Directors from a slate of qualified candidates provided to it by the Nominating Advisory Committee. Notwithstanding anything in these bylaws to the contrary, should Physician directors fail to be approved in accordance with the previous sentence or pursuant to Section 5.9, the Corporate Member shall request the Nominating Advisory Committee to provide an additional slate of qualified candidates for approval by the Corporate Member. Thereafter, should Physician Directors fail to be approved, the Corporate Member may unilaterally appoint Physician Directors as needed to fill expired terms or vacancies among Physician Directors. Further, Section 5.6.2 of the bylaws provides that, after consultation with the Executive Governance Committee, any director may be removed at any time, with or without cause, by the Corporate Member or the Parent Corporation.”

“The organization's Corporate Member is Catholic Health Initiatives - Iowa, Corp. d/b/a Mercy Medical Center - Des Moines, an Iowa nonprofit corporation. Pursuant to Article 6.4 of the organization's amended bylaws, the Corporate Member shall have the right to approve any of the actions set forth below, except as otherwise provided in the Corporation's Articles of Incorporation, elsewhere in the bylaws, or in the laws of the state of Iowa: Any change in the mission or philosophy of the Corporation; Any amendment to the Articles of Incorporation or Bylaws of the Corporation; The removal, with or without cause, of any member of the Board of Directors of the Corporation; The incurrence of debt, including without limitation, borrowings, guarantees, loans, encumbrances, operating leases, and capital leases, in excess of thresholds and within the limits established from time to time by the Corporate Member; Any joint venture to which the Corporation is a party; The creation of a new corporation, partnership, or limited liability company by the Corporation; Any merger or consolidation to which the Corporation is a party; The sale or disposition of all or substantially all of the assets of the Corporation; The adoption of long range and strategic plans; The adoption of operating and capital budgets and amendments thereto; and Any variations from previously approved operating and/or capital budgets, in excess of thresholds established by the Corporate Member.”

“MERCY CLINICS, INC.'S FORM 990 IS REVIEWED BY THE CFO BEFORE FILING THE RETURN WITH THE INTERNAL REVENUE SERVICE. THE TAX DEPARTMENT FILES THE RETURN WITH THE APPROPRIATE FEDERAL AGENCIES, MAKING ANY NON-SUBSTANTIVE CHANGES NECESSARY TO EFFECT E-FILING. IN ADDITION, THE 990 WILL BE PRESENTED TO THE BOARD AT THE NEXT REGULARLY SCHEDULED BOARD MEETING, following the filing of the return.”

“Catholic Health Initiatives ("CHI") has a Conflicts of Interest ("COI") policy in place to maintain the integrity of all of its activities. The policy applies to CHI Board of Stewardship Trustees and members of its committees; all board and board committee members of CHI Entities; all CHI employees; all CHI physicians (both employed and non-employed) and all physician administrators and leaders; advanced practice clinicians (both employed and non-employed); and all CHI research personnel (both employed and non-employed). Disclosure, review and management of perceived, potential or actual conflicts of interest are accomplished through a defined COI disclosure process. Each person has a general ongoing obligation to promptly and fully report to his/her direct manager, supervisor, medical staff office, board or board committee chair any situation or circumstance that may create a conflict of interest. The person must report the actual or potential conflict as soon as she/he becomes aware of it. In any situation where the person may be in doubt, a full disclosure should be made to permit an impartial and objective determination. In addition to the general ongoing obligation, there are initial disclosure obligations. The board, board committee members, and new employees are required to make disclosures at the time of their initial hiring/appointment. All non-employed, credentialed or contracted physicians are required to make disclosures at the time of their credentialing and during any subsequent reappointment or recredentialing. All researchers are required to make disclosures upon consideration of affiliation with a research sponsor. In addition to the general ongoing and initial disclosure obligations, there is an annual disclosure obligation. All corporate officers, board and board committee members, employees at the level of manager and above, researchers, supply chain employees, employed physicians, physician administrators and leaders, and employed advanced practice clinicians must complete a new conflict of interest disclosure annually. Disclosures of perceived, potential or actual conflicts involving financial interests are forwarded to the Conflicts of Interest Review Committee ("C-CIRC") or Legal Services Group for review depending on the position of the person involved. The C-CIRC reviews COI questionnaires containing disclosures of perceived or possible conflicts for employees at a level of manager or above, supply chain employees, researchers and physicians, physician administrators and leaders, and advanced practice clinicians (both employed and non-employed). In the determination of a conflict, a COI management plan will be developed for that person. With respect to those audiences for which the C-CIRC has review responsibility, the C-CIRC will facilitate development of any such conflict of interest management plan in collaboration with local CRP staff. A designated CHI Entity staff will be responsible for monitoring the COI management plan and for documenting monitoring activities. At its sole discretion, a CHI Entity may reject a Person's request to enter into the relationship in question, or require the relationship be sufficiently altered to avoid a potential COI. If the C-CIRC determines that there is a potential or actual conflict of interest that does not currently have appropriate controls to address the conflict of interest, it may recommend that the disclosing person be allowed to participate in the activity or transaction subject to restrictions as outlined in the COI management plan. If a Person does not agree with a determination made by the C-CIRC, its interpretation of the Policy or Addenda, or seeks an exemption or exception, the following steps should be followed. The Employee disputing the review decision, interpretation of the Policy, or seeking exemption or exception must present the matter to the Employee's immediate direct manager or supervisor for review and determination. If the Employee and”

“The organization uses a third-party consultant to survey compensation trends annually and recommend compensation ranges for the top management official. These recommendations are presented to the board for final determination and approval. The salaries are compared to industry standards and guidelines for appropriateness. The process is documented in the board minutes. This process was last undertaken in june 2014 for calendar year 2015 compensation.”

“The organization uses a third-party consultant to survey compensation trends annually and recommend compensation ranges for the ceo and other top management officials, not including physician employees. These recommendations are presented to the board for final determination and approval. The salaries are compared to industry standard and guidelines for appropriateness. Compensation for employed physicians of mci is approved by the physician transaction review committee of chi iowa, corp. That committee is composed of a group of independent chi iowa, corp. Board members. The ptrc considers and documents the use of appropriate comparability data in evaluating and approving reasonable physician compensation. This process was last undertaken in june 2014 for calendar year 2015 compensation.”

“The organization's financial statements are included in catholic health initiatives' consolidated audited financial statements that are available at www.catholichealthinit.org or at www.dacbond.com. The organization's governing documents are available on the iowa secretary of state's website. The conflict of interest policy is not publicly available.”

“I. Introduction Mercy Clinics, Inc. (MCI), established in August, 1983, currently has a system of family practice clinics, urgent care clinics, quick care clinics, and specialty clinics which include such specialties as gastroenterology, geriatric medicine, internal medicine, neurology, otolaryngology, pediatrics, physical therapy, rheumatology, gynecologic oncology care, and general, colorectal, bariatric, plastic, reconstructive, and breast surgery. Mercy Clinics are dedicated to improving the health of our community in partnership with others. We do this by providing our patients and their families with accessible and effective disease prevention, diagnosis, treatment and education. Many of our employees volunteer their time and energy in various community activities throughout the greater Des Moines area. A Board of Directors governs the clinics with physician and hospital representatives. The diverse specialties amid our medical staff also lends to shared experiences and best-practice discussions, improving the quality and productivity of our clinics. These medical specialties, combined with our large primary care base, help insure that our patients will be cared for within the Mercy family. II. Community Outreach for the Poor This past year, many lower income, poor and indigent individuals and families were served by Mercy Clinics, and a total of $4.0 million in community benefits, charity care cost, administrative adjustments, excluding Medicare and an additional $9.0 million in bad debt were given in fiscal year 2016. Various activities included: Charity Care - All medical costs were absorbed by MCI for patients who were unable to pay for the medical care that they had received. This service was provided to patients who were unable to pay due to special circumstances such as low income, no health insurance, loss of a job, or death of the patient. Free or Low Income Healthcare Clinics - Mercy physicians and nurses donated their time and resources to healthcare clinics such as Christ The King Free Clinic and Hold Family Free Clinic. Patient Assistance Program (PAP) - Individuals were assisted by clinic staff in filling out forms for various pharmaceuticals companies to supply patients with medications at little or no cost to the patient. III. Community Outreach for the Broader Community A. Community Education & Outreach Mercy Clinics physicians and staff conducted educational lectures throughout the fiscal year to various facilities and groups regarding a wide range of topics, including: women health issues, rheumatology related issues, stress, and seasonal flu vaccinations. Other outreach programs included: health screenings for blood glucose, blood pressures, and colon cancer screenings; employees volunteering their time to participate in fundraising events such as the Arthritis Foundation, American Diabetes Association and Juvenile Diabetes Research Foundation, various Missions on the Move, Walk for Childhood Cancer, Multiple Sclerosis Race for the Cure, and Relay for Life. Staff also helped organize blood drives, and supplied and staffed first aid booths at area events. Clinic physicians and staff donated their time for sporting events throughout the fiscal year. The doctors were on-hand to provide medical assistance for sports related injury received during a football or basketball game, cross country meet or wrestling match. They also instructed students on how to avoid sports related injuries. Physicians and staff also became members of different health-related committees to help educate the community. Organizations included were: Des Moines University Board of Trustees, Arthritis Foundation Board, Creative Visions Board, Healthy Start Program, Dallas County Hospital Board of Trustees, Iowa Medicaid Pharmaceutical Committee, Urban Dreams, and Warren County Board of Health. Also, during this past fiscal year, Mercy's Healthcare Coaches spent additional time with patients to educate them in the five "A's" of behavio”

“The mission of the corporation is to nurture the healing ministry of the church, supported by education and research. Fidelity to the gospel urges the corporation to emphasize human dignity and social justice as it creates healthier communities. The corporation, sponsored by a lay-religious partnership, calls other catholic sponsors and systems to unite to ensure the future of catholic health care. To fulfill this mission, the corporation, as a values-based organization, will assure the integrity of the ministry in both current and developing organizations and activities; research and develop new ministries that integrate health, education, pastoral, and social services; promote leadership development and formation for ministry throughout the entire organization; advocate for systemic changes with specific concern for persons who are poor, alienated, and underserved; and steward resources by general oversight of the entire organization.”