Covenant Foundation Inc

“The sole member of covenant foundation is covenant medical center. See line 7 for additional information.”

“Covenant medical center is the sole member of covenant foundation. Covenant medical center has the right to appoint all persons to the board of directors of covenant foundation.”

“As sole member, covenant medical center must approve certain aspects of the governing body, as well as the development of covenant foundation's policies. Certain powers are also reserved to the parent entities of covenant foundation: wheaton franciscan healthcare-iowa, mercy health network and trinity health corporation. These include the authority to adopt or modify the organization's governing documents, to approve major changes such as a merger or dissolution, and to approve significant finance matters in excess of certain limits established by trinity health corporation.”

“Prior to filing, the form 990 for covenant foundation is reviewed by management. Each member of the board receives a copy of the return in its final form before it is filed with the internal revenue service.”

“Covenant foundation 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 covenant foundation, 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 covenant foundation 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 who collaborates with internal legal counsel to assess the conflict and identify a conflict management plan when necessary. Additionally, the integrity and compliance officer along with legal counsel prepares a report for the board chair and ceo. A summary of potential conflicts is reviewed with the board of directors of covenant foundation (or a delegated committee of the board) on a yearly basis. Interested persons are required to make full disclosure to covenant foundation of any financial or business interests that might result in or have the appearance of a conflict of interest. The board of directors of covenant foundation (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 covenant foundation. 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.”

“Question 15a is answered "no" because the compensation for the coo of covenant foundation is established and paid by trinity health, a related organization. In establishing the coo's compensation, trinity health uses a market analysis to determine the appropriateness of the executive's compensation. Question 15b is answered "no" because the compensation for other officers of covenant foundation is established and paid by a related entity, covenant medical center. In establishing other officer compensation, covenant medical center follows a process which includes the following: use of an independent compensation consultant and compensation study, use of a written employment contract, and review and approval by the coo, authorized to act on behalf of the board with respect to certain compensation matters. This process is performed annually.”

“Covenant foundation 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. Covenant foundation's governing documents and conflict of interest policy are available upon request.”

“Individuals who work at covenant foundation are on the payroll of a related organization. These individuals' salaries and benefits are allocated to covenant foundation and are reported on part ix, lines 7 through 9.”

“Covenant foundation's financial statements were included in the fy24 consolidated financial statements of trinity health, which were audited by an independent public accounting firm.”