Mercy Clinic Springfield Communities

“Classes of members or stockholders the filing organization has a sole corporate member, mercy health springfield communities. The following corporate powers and responsibilities shall be reserved solely to the corporate member: -to approve and establish the mission and philosophy according to which the corporation and all organizations controlled by the corporation shall operate; -to adopt or amend the articles of incorporation and bylaws of the corporation in accordance with article x of these bylaws; -to appoint or remove, with or without cause, any member of the board of directors of the corporation; -to appoint or remove, with or without cause, the chief executive officer of the corporation or any organization controlled by the corporation; -to approve or amend the overall strategic goals and objectives of the corporation or any organization controlled by the corporation; -to approve or amend the consolidated operating, capital, and construction budgets (including aggregate physician compensation models) for the corporation or any organization controlled by the corporation and changes in budgets in excess of an amount established from time to time by the corporate member; -to authorize and approve the lease or sale of any of the assets of the corporation or any organization controlled by the corporation in excess of any amount established from time to time by mercy; -to encumber any or all of the assets of the corporation or any organization controlled by the corporation; -to authorize and approve the incurrence of debt by the corporation or any organization controlled by the corporation (other than debt incurred for the acquisition of goods that are acquired 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 or any organization controlled by the corporation, subject to approval by the board as required pursuant to chapter 355 of the revised statutes of missouri for nonprofit corporations; and, -to approve the creation, ownership or acquisition of, or affiliation with, any other organization controlled by the corporation.”

“Dscr the process used by management &/or governing body to review 990 the form 990 is prepared by an independent accounting firm 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 vice-president of finance. The draft form 990 is also reviewed by mercy health's tax department, 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 made available to both the filing organization's leadership team, including the cfo and ceo, and the stewardship committee of the mercy health springfield communities board of directors for their review. Mercy health springfield communities is the sole corporate member of the filing organization and has ultimate responsibility for all financial decisions. The form 990 is then signed and filed with the irs.”

“Description of process to monitor transactions for conflicts of interest 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, 2018. This process is administered at the mercy health level by mercy's corporate compliance department. The questionnaires are reviewed with leadership at the local level and potential conflicts discussed and resolved. The conflicts and their respective resolutions are shared at the mercy level with a team including mercy's chief financial officer, chief compliance officer and other members of finance, legal and hr. Summary results are reviewed with mercy's stewardship committee of the board of directors.”

“For those classified as officers (and thus disqualified persons), the organization relies upon mercy health, which uses the following to establish the compensation: external market salary surveys, external market salary studies, engagement of an independent compensation consultant, and review/approval of compensation by the compensation committee of the board of mercy health. For those classified as key employees, the organization relies upon mercy health, which uses the following to establish the compensation: external market salary surveys, external market salary studies, and review/approval of executive management. Compensation reviews are completed on an annual basis and a review was completed during the reporting year.”

“Avail of gov docs, conflict of interest policy, & fin stmt to gen public 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 mercy health (ein 43-1423050). As such, all required form 1099 and form 1096 reporting is made for the entire mercy health system (with limited exceptions) under the mercy health ein.”

“Other changes in net assets net transfers to/from affiliates $119,262,547”

“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 2018 (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.”