Mercy Healthcare Foundation - Clinton

“Jerome burken, board member, and betty burken, board member, have a family relationship.”

“Mercy healthcare foundation - clinton (the foundation) is organized as a directorship corporation without any corporate members. The business and affairs of the foundation shall be managed by or under the direction of its board of directors, except for the following actions which must be approved by mercy medical center - clinton (mercyone clinton): - the expenditure of funds of, or the sale, lease, exchange or other disposition of property and assets of the foundation other than for the direct support and benefit of mercyone clinton and affiliated entities; - modification to the governing documents of the foundation. Mercyone clinton shall be entitled to propose to the foundation's board of directors resolutions regarding specific fundraising activities, and the use of foundation assets in a manner desired by mercyone clinton for the benefit of mercyone clinton or affiliated entities.”

“Prior to filing, the form 990 for the 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.”

“The 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 the 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 the 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. If a potential conflict is identified, the integrity and compliance officer shares the disclosures with internal legal counsel, from which legal counsel prepares a report for the board chair and ceo. A summary of potential conflicts is reviewed with the board of directors of the foundation (or a delegated committee of the board) on a yearly basis. Interested persons are required to make full disclosure to the 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 the 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 the 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 answsered "no" because the compensation for the foundation's executive director is established and paid by mercyone clinton, a related organization. In establishing executive director compensation, mercyone clinton follows a process which includes the use of a compensation study. Question 15b is answered "no" because the compensation for certain officers of the foundation is established by trinity health, a related organization. In establishing vp finance compensation, trinity health follows a process and policy that is intended to mirror the irc section 4958 guidelines for obtaining a "rebuttable presumption of reasonableness" with regard to compensation and benefits. As part of that process, the compensation and benefits of the vp finance of the foundation are reviewed at least annually by the trinity health board or the trinity health human resources and compensation committee (hrcc) of the board, authorized to act on behalf of the board with respect to certain compensation matters. As part of its review process, the hrcc retains an independent firm experienced in compensation and benefit matters for not-for-profit health care organizations to advise it in the determinations it makes on the reasonableness of proposed compensation and benefits arrangements. For other executives who are not part of the rebuttable presumption process, trinity health uses a market analysis to determine the appropriateness of the executive's compensation.”

“The 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. The consolidated audited financial statements are publicly available. The foundation's governing documents and conflict of interest policy are available upon request.”

“The foundation's financial statements were included in the fy22 consolidated financial statements of trinity health, which were audited by an independent public accounting firm.”