Mercy Clinics Inc

“c) Board evaluation of non-transactional conflicts - I. The board carefully reviews and scrutinizes 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.). II. In such circumstances, by a majority vote of the disinterested trustees, the board takes whatever action is deemed appropriate with respect to the trustee or corporate officer under the circumstances (including possible disciplinary or corrective action) to best protect the interests of CHI or the CHI entity. The board is encouraged to consult with the general counsel of CHI or his or her designee when considering disciplinary or corrective action. III. The conflicted trustee or corporate officer is not permitted to use his or her personal influence with respect to the conflict 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 relevant. The trustee or corporate officer is excused from the meeting during discussion and vote on the conflict of interest. d) Record of proceedings - with respect to board member and officer conflicts of interest, minutes of the board are expected to reflect the identity of 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. D. Conflicts reporting: All conflicts of interest are reported by CHI as required by law, regulations, and policy.”

“The organization's top management official's compensation was paid by Catholic Health Initiatives - Iowa Corp (CHI-Iowa Corp), a related organization. CHI Iowa Corp uses a third party consultant to annually survey compensation trends and recommend compensation ranges. These recommendations are presented to the board, which makes the final compensation decisions. The decisions are documented in the board minutes.”

“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.”

“After the return is prepared, 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.”

“The organization has a conflicts of interest ("COI") policy (the "policy") in place to maintain the integrity of its activities. Through February 7, 2019, conflicts were administered solely through Catholic Health Initiatives' ("CHI") Governance Policy No. 1 (described below). On February 8, 2019, in connection with the alignment of the Catholic Health Ministries of CHI and Dignity Health, the CommonSpirit Health Board of Stewardship Trustees approved CommonSpirit Health Corporate Responsibility Policy No. G-001, a CommonSpirit Health conflicts of interest policy. This policy stipulates that, at minimum, the pre-closing CHI COI policies and pre-closing Dignity Health COI policies identify the individuals that are covered under the new policy. In addition, subject to certain exceptions, pre-closing CHI COI policies shall continue to apply to the CHI entities and the individuals who were subject to the Pre-Closing CHI COI policies; and the Pre-Closing Dignity Health COI policies shall continue to apply to the Dignity Health entities and the individuals who were subject to the Pre-Closing Dignity Health COI policies. Until CommonSpirit Health adopts a single process for identifying and managing conflicts of interest for all system entities, the following individuals shall be subject to the Pre-Closing CHI COI policies from and after the effective date of Corporate Responsibility Policy No. G-001: 1. Members of the CommonSpirit Health Board of Stewardship Trustees and members of the committees of the Board of Stewardship Trustees; 2. Corporate officers of CommonSpirit Health; 3. Members of the Board of Directors of Dignity Health and members of the committees of the Board of Directors of Dignity Health. CHI Governance Policy No. 1: The policy applies to the following persons: members of the CHI board of stewardship trustees and its committees; members of any CHI direct affiliate or subsidiary (each a CHI entity) board and their committees; employees of CHI entities, and all CHI researchers (as defined in the policy). Disclosure, review and management of perceived, potential or actual conflicts of interest are accomplished through a defined COI disclosure review process. A. Disclosure obligations: 1. Ongoing: Each person is required to 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 in which the person is in doubt it is expected that full disclosure be made to permit an impartial and objective determination as to the existence of a conflict. 2. Periodic written: In addition to the ongoing disclosure obligation, periodic written conflict of interest disclosure forms must be completed as follows: a) Initially: 1) Upon hiring (employees), 2) Appointment (board / committee members), 3) Upon consideration of affiliation with research sponsor (researchers). b) Annually: 1) Board / committee members, 2) Employees at the level vice president or above, 3) Researchers, 4) Supply chain employees at the level of vice president and above and those employees involved in contracting regardless of employment level, 5) Other employees as determined by CommonSpirit Health leadership. 3. Failure to disclose - an individual who fails to disclose a perceived, potential, or actual conflict of interest, or all material facts surrounding an actual or potential conflict or fails to abide by the final decision regarding the conflict may be subject to disciplinary or corrective actions such as termination of employment, removal from a board or committee, loss or restriction of clinical privileges, or restrictions on research activities in accordance with applicable laws, regulations, rules, contracts, and bylaws. B. Conflicts review: 1. No disclosed conflicts: In the absence of perceived, potential or actua”

“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 2018 for calendar year 2019 COMPENSATION.”

“The organization's financial statements and governing documents are available to the public upon request. The organization's financial statements are included in CommonSpirit Health's consolidated audited financial statements that are available at www.commonspirit.org or 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 $6.7 million in community benefits, charity care cost, administrative adjustments, excluding Medicare in fiscal year 2019. 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”