Cardinal Glennon Children'S Foundation

“Kevin l. Williams and lawrence p. Keely have a business relationship.”

“In 2024, cardinal glennon children's foundation updated its bylaws for the following changes: - change to the size of the board of directors and number of ex officio directors - change to terms and term limits for board of directors members - change to officer positions and method for appointment - change to the committees for the hospital operating entity.”

“The sole member of the foundation is ssm cardinal glennon children's hospital. Ssm cardinal glennon children's hospital is a nonprofit 501(c)(3) organization that operates an inpatient and outpatient pediatric medical center in st. Louis, missouri. Both the foundation and ssm cardinal glennon children's hospital are part of the integrated health system known as ssm health.”

“The member has the power to appoint the board of governors, except for the governors who serve ex-officio, and to remove appointed governors with or without cause.”

“The member has the following reserved powers: (a) to appoint appointed governors and remove any appointed governor with or without cause; (b) to approve the acceptance of any gift or contribution which, in connection therewith, would impose a continuing obligation upon the foundation, including, without limitation, the obligation to provide health care services, pay an annuity or otherwise, except as otherwise determined by the member pursuant to policies adopted by the member from time to time; and (c) to approve or reject proposals for expenditures or contributions in accordance with article ix of the bylaws in the event the president of the hospital and the board of governors do not agree with respect to the approval of such proposal. The following powers are reserved to ssm health care corporation (ssmhcc), the sole member of ssm cardinal glennon children's hospital, the sole member of cardinal glennon children's foundation (foundation): (a) to establish and change the philosophy of the foundation; (b) to appoint additional, successor or replacement members; (c) subject to the limitations contained in the articles of incorporation, to approve amendments to the articles of incorporation of the foundation as provided therein; (d) to approve amendments to the bylaws of the foundation, as provided herein; (e) to approve the merger, consolidation or dissolution of the foundation; (f) to approve the formation of a controlled subsidiary or a remotely controlled subsidiary; (g) to approve the sale, disposition, conveyance, assignment, transfer; alienation, pledge, encumbrance, mortgage or lease of real property or any interest therein of the foundation in accordance with the policies approved by ssmhcc from time to time; (h) to approve (i) the acquisition of real property or any interest therein or (ii) the acquisition of stock of a corporation if, after the acquisition, the foundation will own a majority of the voting stock of such corporation, in accordance with policies approved by ssmhcc from time to time; (i) to approve the sale, transfer or other disposition ("disposition") of the voting stock of a corporation if before the disposition the foundation owned a majority of the voting stock of the corporation and after such disposition the foundation would not own a majority of the voting stock of the corporation, in accordance with policies approved by ssmhcc from time to time; (j) to approve the sale of all or substantially all the assets of the foundation; (k) to establish centralized employee benefit, insurance, investment, financing, corporate responsibility, performance assessment and improvement and other operational and support programs; to require the participation of the foundation in such programs; and to authorize the opening and closing of bank accounts and investment accounts in the name of the foundation in connection with such programs; (l) to approve the operating and capital budgets of the foundation; (m) to approve the auditor and corporate counsel for the foundation; (n) to authorize and take any an all action on behalf of the foundation with respect to any borrowing of money or entering into guarantees by the foundation, including actions relating to the formation, joining, operation, withdrawal from and termination of a credit group or an obligated group and the granting of security interests in the property of the foundation, in accordance with policies approved by ssmhcc from time to time; (o) to determine the extent to which and the manner in which the powers described in this section which are reserved to ssmhcc with respect to the foundation are to be included in the governing documents of any controlled subsidiary, remotely controlled subsidiary or non-controlled subsidiary and exercised with respect to any controlled subsidiary, any remotely controlled subsidiary or any non-controlled subsidiary.”

“The organization does not have any committees with the authority to act on the behalf of the governing body. The organization uses advisory boards for finance and investment purposes where documentation is properly maintained.”

“The form 990 is prepared by the tax department of the parent organization, ssm health care corporation (ssmh). The return is then reviewed by an independent accounting firm who signs as paid preparer. The return is then provided to members of senior management. Any questions are addressed by the tax department of ssmh prior to filing the form 990 with the internal revenue service. A copy of the form 990 is provided to the board of directors prior to filing.”

“Board members are required to complete a conflict of interest disclosure statement annually. The president and secretary of the board oversee compliance with this requirement. All board members with an identified conflict of interest abstain from board discussions and votes when applicable. Employees with purchasing authority and/or ability to influence purchasing decisions are assigned the conflict of interest disclosure course (coi) which must be completed online. Periodically through the year, the entity's corporate responsibility contact person (with the help of the entity's learning management system coordinator) sends department managers a list of employees who have not yet completed their coi so they can remind the employees and ensure the employees have time in their schedule to complete the required course. Resolution of any conflicts that are disclosed must be documented and kept on file at the entity. Supervisors verify required course completion prior to year end.”

“The organization's compensation plan is reviewed and approved at formal meetings of the compensation committee of the board of directors. The compensation committee is comprised of independent non-employee members who have no personal interest in the compensation arrangement to be reviewed and recommended by the compensation committee. The committee reviews comparable wisconsin and national compensation data and establishes base compensation at the comparable market median by the position as outlined in the compensation committee charter. Additionally, the committee has authority to retain a compensation consultant to assist the committee in evaluating senior management compensation.”

“The year-end audited consolidated financial statements and unaudited quarterly consolidated financial statements for the ssm health system are made available to the public on ssm health's website. The organization's articles of incorporation are available on the missouri secretary of state's website. Copies of the form 990 and the conflict of interest policy are available to the public upon request.”

“All applicable 1099 and 1096 tax forms, except 1099-r, are reported and filed by the parent organization, ssm health care corporation, ein 46-6029223.”