Genesis Health Services Foundation

“The sole member of genesis health services foundation (genesis foundation) is genesis health system. See line 7 for additional information.”

“Genesis health system is the sole member of genesis foundation. Genesis health system has the right to recommend the appointment of all persons to the board of directors of genesis foundation, subject to the approval of mercy health network, the corporate member of genesis health system.”

“As sole member, genesis health system must approve certain decisions of the governing body, including the strategic plan, annual capital plan, and annual operating budget. Genesis health system must also approve significant changes such as a merger, dissolution, sale of assets in excess of certain limits, and modifications to governing documents. As the parent of the national trinity health system, certain powers are reserved to 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 genesis 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.”

“Genesis 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 genesis 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 genesis 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 genesis foundation (or a delegated committee of the board) on a yearly basis. Interested persons are required to make full disclosure to genesis 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 genesis 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 genesis 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.”

“Questions 15a and 15b are answered "no" because the compensation for certain officers and key management officials of genesis foundation is paid and established by genesis health system. Each executive position is evaluated using a formal evaluation plan that is established by an outside consultant. The consultant uses a point system for job evaluation. The point values are based on "know how", "problem solving", "accountability", and other job attributes specific to the position. Once the point value is set for a position, market comparisons for jobs with the same organizational impact can be compared for salary purposes and pay ranges established. The design of the pay ranges for executives is based on market data. The midpoint of each pay range is established at the 50th percentile of the market comparisons. A minimum and maximum are established off the midpoint. Specific pay rates for executives are subject to the approval of the president, compensation committee and the board. Pay ranges are reviewed each year to determine the need for revision. When market conditions suggest an adjustment to pay ranges, data will be presented to the compensation committee for its review. The specific pay ranges are subjected to president, compensation committee, and board approval. The president has the authority and responsibility to establish and adjust the base compensation of each executive employed by the organization within the range approved by the compensation committee and board of directors.”

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

“Individuals who work at genesis foundation are on the payroll of a related organization. These individuals' salaries and benefits are allocated to genesis foundation and are reported on part ix, lines 5 through 9.”

“Other transactions -206,057.”

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