Mercy Clinics Inc

“The Board Chair or designee shall make such further investigation of any conflict of interest disclosures as he or she may deem appropriate. If the conflict involves the Board Chair, the Vice Chair will assume the Chair's role outlined in the COI Policy. Based on review and evaluation of the relevant facts and circumstances, the Board Chair will make an initial determination as to whether a conflict of interest exists and whether, pursuant to the COI Policy, review and approval or other action by the Board is required. A written record of the Board Chair's determination, including relevant facts and circumstances, will be made. The Board Chair shall then make an appropriate report to the Executive Committee of the Board concerning such review, evaluation and determination. If a difference of opinion exists between the Board Chair and another Trustee as to whether the facts and circumstances of a given situation constitute a conflict of interest or whether Board review and approval or other action is required within the COI Policy, the matter shall be submitted to the Board's Executive Committee, which shall make a final determination as to the matter presented. Such determination, including relevant facts and circumstances, will be reflected in the Executive Committee minutes and will be reported to the Board. The Board shall carefully scrutinize and must in good faith approve or disapprove any transaction in which CHI or a CHI Entity is a party and in which the Trustee or Corporate Officer either: * Has a material financial interest; or * Is a Trustee or Corporate Officer of the other party (other than a CHI-affiliated organization). The Board must approve the transaction by a majority of the Trustees on the Board, without counting the vote of any individual who has an interest in the transaction. In reviewing such transactions between CHI or CHI Entities and vendors or other contractors who are, or are affiliated with, Trustees or Corporate Officers, the Board shall act no more or less favorably than it would in reviewing transactions with unrelated third parties. The transaction will not be approved unless the Board determines that the transaction is fair to CHI or the CHI Entity. The Board shall carefully review and scrutinize any non-transactional conflict of interest (e.g., disclosure of nonpublic information, competition with CHI or a CHI Entity, failure to disclose a corporate opportunity, excessive gifts or entertainment, etc.). By a majority vote of the disinterested Trustees, the Board shall take whatever action is deemed appropriate with respect to the Trustee or Corporate Officer under the circumstances, including possible disciplinary or corrective action, in order to best protect the interests of CHI or the CHI Entity. The Board should consult with the General Counsel of CHI or his or her designee when considering disciplinary or corrective action. When any conflict of interest is considered by the Board, the Trustee or Corporate Officer, as appropriate, must disclose all of the material facts to the Board. The Trustee shall not vote and the Trustee or Corporate Officer shall not use his or her personal influence on the matter. However, if requested, such Trustee or Corporate Officer is not prevented from briefly stating his or her position in the matter, nor from answering pertinent questions from Trustees, as his or her knowledge may be of significant importance. The Trustee or Corporate Officer shall be excused from the meeting during discussion and vote on the conflict of interest. Minutes of the Board shall reflect the following: the individual making the disclosure, the nature of the disclosure, discussion regarding any proposed transaction, the decision made by the Board, and that the interested Trustee or Corporate Officer was excused during the discussion, and that the interested Trustee abstained from voting. If the Board reasonably believes that a Trustee or Corporate Officer has failed to disclose ei”

“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. (CHCF Reserved Rights) Except as otherwise provided in the Corporation's Articles of Incorporation or the laws of the State of organization, Catholic Health Care Federation ("CHCF") shall have such rights as are reserved to the Corporate Member, acting in its capacity as the membership body of CHCF, under the Governance Matrix.”

“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. (CHCF Reserved Rights) Except as otherwise provided in the Corporation's Articles of Incorporation or the laws of the State of organization, Catholic Health Care Federation ("CHCF") shall have such rights as are reserved to the Corporate Member, acting in its capacity as the membership body of CHCF, under the Governance Matrix.”

“The organization's accounting personnel work with the catholic health initiatives (chi) tax department personnel to prepare the form 990. When available, the cfo reviews the return, and any necessary revisions are included in the final version which is approved for filing with the irs. Subsequent to review by the chief financial officer, the tax department files the return with the appropriate federal and state agencies, making any non-substantive changes necessary to effect efiling. Subsequent to e-filing, the final e-filed form 990 is presented to the board at a regularly scheduled board meeting.”

“Catholic Health Initiatives ("CHI") has a Conflicts of Interest ("COI") policy (the "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 CHI Entity board and board committee members; all CHI employees; 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 review process. Each Person must promptly and fully disclose 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 disclose 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. At the time of initial appointment, a copy of the Policy shall be distributed to the board or committee member along with a conflict of interest disclosure. The board or committee member will complete and submit the disclosure. The completed disclosure shall be maintained in confidence and access shall be limited to persons who have a reasonable need to know the contents. At the time of hiring, a copy of the Policy shall be distributed to all Employees. In addition, a conflict of interest disclosure will be provided. The Employee must complete and submit a conflict of interest disclosure. The completed disclosure shall be maintained in confidence and access shall be limited to persons who have a reasonable need to know the contents. In addition to the general ongoing and initial disclosure obligations, there is an annual disclosure obligation. On an annual basis, the following Persons must complete a new conflict of interest disclosure: * Board and board committee members; * Employees at the level of vice president and above; * Researchers; * Supply Chain Employees at the level of vice president and above and those employees involved in contracting regardless of employment level; * Other Employees as deemed applicable by CHI Leadership; Disclosures of perceived, potential or actual conflicts involving financial interests are forwarded to the Conflicts of Interest Review Committee ("C-CIRC"), National or Regional Legal Services, National, Entity, or Research Corporate Responsibility Program, or the Executive Committee of the Board or Board Chair, for review depending on the position of the person involved. Among the factors that should be considered in determining whether a conflict exists are the nature and magnitude of the opportunity, transaction or arrangement, the degree to which it is related to CHI's business, whether the Person with the conflict is the ultimate decision-maker or holds significant influence over the ultimate decision-maker (i.e., degree of independence of the decision-making process), the unique nature of the opportunity, transaction or arrangement, the existence of other viable alternatives and the quality of those alternatives, and what is customary and reasonable in the health care or research industry. When a Person has, or is considering initiating, a business interest or relationship outside of CHI but is uncertain whether the interest constitutes a conflict of interest requiring disclosure under this Policy, the Person should consult with local Corporate Responsibility Program (CRP) staff or CHI Legal Services Group (LSG) staff, as appropriate. As appropriate, a COI management plan will be developed. With respect to those audiences for which the C-CIRC has review responsibility, the C-CIRC will facilitate development of any such COI management plan in collaboration with local CRP staff or CHI LSG staff, as appropriate. This plan will include documentation o”

“The organization uses a third-party consultant to survey compensation trends annually and to recommend a compensation range for the ceo. This recommendation is presented to the board for final determination and approval. The salaries are compared to industry standards and guidelines for appropriateness. This process was last undertaken in june 2017 for calendar 2018.”

“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 2017 for calendar year 2018 COMPENSATION.”

“THE ORGANIZATION'S FINANCIAL STATEMENTS ARE INCLUDED IN CATHOLIC HEALTH INITIATIVES' CONSOLIDATED AUDITED FINANCIAL STATEMENTS THAT ARE AVAILABLE AT www.catholichealthinitiatives.org. 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 $9.9 million in community benefits, charity care cost, administrative adjustments, excluding Medicare in fiscal year 2018. 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 behavior change tools and training, i.e. smoking cessation, e”