Southeast Missouri Hospital Foundation

“The filing organization has a sole corporate member, southeast hospital.”

“The sole corporate member has the authority to: -to appoint and remove, with or without cause, any director of the corporation and of any controlled affiliates; and -to appoint and remove, with or without cause, the executive director of the corporation and of any controlled affiliates.”

“The following governance decisions are reserved to the sole corporate member: -to establish and approve any amendments to the mission and philosophy according to which the corporation and all controlled affiliates shall operate; -to amend the articles of incorporation and these bylaws in accordance with articles ix and x of these bylaws and to amend the organizational documents of any controlled affiliates; -to approve and amend the strategic plan, goals, and objectives of the corporation and any controlled affiliates; -to approve and amend the consolidated operating and capital budgets for the corporation and any controlled affiliates and unbudgeted expenditures in excess of an amount established from time to time by the member; -to authorize and approve the lease or sale of any of the assets of the corporation and any controlled affiliates in excess of an amount established from time to time by the member; -to encumber any or all of the assets of the corporation or any controlled affiliates; -to authorize and approve the incurrence of debt by the corporation and any controlled affiliates (other than debt incurred for the acquisition of goods in the ordinary course of business) and to grant any security interests, place any encumbrances, enter into any covenants, and execute any documents and take any actions necessary or appropriate in connection with the incurrence of such debt. -to merge, dissolve, or abandon the corporation and any controlled affiliates, subject to approval by the board as required pursuant to the missouri nonprofit corporation act; and -to approve the creation, ownership, or acquisition of, or affiliation with, any other organization by the corporation.”

“Describe the process used by management &/or governing body to review 990 the form 990 is prepared by mercy health's tax department, using information provided by the filing organization. A draft form 990 is reviewed by the filing organization's finance team, including the director of finance and the chief financial officer. The draft form 990 is also reviewed by mercy health's tax department and an independent accounting firm, to ensure accuracy and consistency with other related organizations' forms 990. After questions arising from the various reviews are addressed and incorporated into the form 990, a revised draft is provided to the filing organization's leadership team, including the cfo and ceo, for review. Once reviewed and approved by the filing organization's leadership team, the form 990 is provided to the board of directors for review; it is then signed and filed with the irs.”

“Officers, directors, key employees and other disqualified persons are required to complete a conflict of interest questionnaire annually and did so in the normal course for the year ended june 30, 2024. This process is administered at the mercy health level by mercy's corporate compliance department. The conflicts and their respective resolutions are shared at the mercy level with a team including mercy's senior vice president of financial operations & planning, chief compliance officer and other members of finance, legal and hr. The questionnaires are then reviewed with leadership at the local level and potential conflicts discussed and resolved. Summary results are reviewed with mercy's stewardship committee of the board of directors.”

“Governing documents, conflict of interest policy, and financial statements are made available upon request but are not published publicly.”

“Form 1099/1096 filing vendors for the filing organization are paid by southeast hospital (ein 43-0654874). Required form 1099 and form 1096 reporting is made (with limited exceptions) under the southeast hospital ein.”

“W-3 filing most employees are paid by a related organization under a common paymaster arrangement. As such, required payroll filing (including w-2 and w-3's) is reported under the related organization, mhm support services, ein 20-2553101.”

“Net transfers (to)/from affiliates -474,021.”

“Audit of financial statements the filing organization's financial statements were included in mercy health and subsidiaries annual financial statement audit. Mercy health and subsidiaries received an unqualified opinion from the external auditors for fiscal 2024 (the tax year currently being reported). However, no separate audit opinion was issued on the financial statements of the filing organization. The ultimate responsibility for oversight of the financial statement audit and selection of the external auditor lies with the stewardship committee of the mercy health board of directors. Audit results are communicated to this committee.”

“Single audit act and 2 cfr 200 audit mercy health undergoes a consolidated 2 cfr 200 audit every year and this audit was completed for the fiscal year ending june 30, 2024 by december 13, 2024. Each entity that receives federal funds during the year is included on the schedule of expenditures of federal awards (sefa) and is also included in the population included in the audit. If the filing entity received federal funds during the year ended june 30, 2024, it will be included on the mercy health consolidated sefa, and therefore, also included in the population included in the audit.”