St Alexius Medical Center

“Pursuant to section 8.6 of the bylaws of st. Alexius medical center, the executive committee is composed of only directors of the corporation and shall be composed of the chairperson of the board, the vice chairperson of the board, and the president, each of whom shall serve as an ex officio voting member of the executive committee. Each individual appointed to the executive committee shall serve for a term of one (1) year or until his or her successor is duly appointed by the board of directors. Pursuant to section 8.1 of the corporation's bylaws, committees, such as the executive committee, that are granted the authority to act on behalf of the board of directors may include only directors of the corporation. Further, pursuant to section 8.6 of the corporation's bylaws, the executive committee has and may exercise such powers as may be delegated to it by the board of directors. The executive committee also possesses the power to transact routine business of the corporation in the interim period between regularly scheduled meetings of the board of directors.”

“According to the bylaws of st. Alexius medical center, the entity's sole member is commonspirit health, a colorado nonprofit organization.”

“According to the organization's bylaws, directors shall be appointed or refused by the corporate member. The corporate member may appoint one or more individuals to the board of directors, and may at any time remove, with or without cause, any member of the board of directors. According to the organization's bylaws, directors of the corporation shall be appointed by the corporate member no later than june 30 of each year. The names and qualifications of each individual accepted by the board of directors shall be submitted to the corporate member, who shall appoint or refuse each nominee in accordance with the corporate member's bylaws and with endorsement of the senior vice president of operations. The corporate member may unilaterally appoint one or more individuals to the board of directors should the board fail to furnish the corporate member with a list of individuals qualified to serve on the board of directors of the corporation. (chcf reserved rights) except as otherwise provided in the corporation's articles of incorporation or the laws of the state of organization, catholic health care federation ("chcf") shall have such rights as are reserved to the corporate member, acting in its capacity as the membership body of chcf, under the governance matrix.”

“The organization's corporate member is commonspirit health. Pursuant to section 5.4 of the organization's bylaws, commonspirit health shall have the specific rights set forth in the governance matrix. Pursuant to the governance matrix the following rights are reserved to the commonspirit health board directly or through powers delegated to the commonspirit health chief executive officer: * approve members of the organization's board * amendment of the corporate documents of the organization * adoption of long range and strategic plans for the organization * substantial change in the mission or philosophy of the organization * removal of a member of the governing body of the organization * approval of issuance of debt by organization * approval of participation of organization in a joint venture * approval of formation of a new corporation by organization * approval of a merger involving the organization * approval of the sale of all or substantially all of the assets of the organization * to require the transfer of assets by the organization to commonspirit health to accomplish commonspirit health's goals and objectives, and to satisfy commonspirit health debts. Pursuant to section 5.5 of the organization's bylaws, commonspirit health may, in exercise of their approval powers, grant or withhold approval in whole or in part, or may, in its complete discretion, after consultation with the board and its president and the chief executive officer of the organization, recommend such other or different actions as it deems appropriate. (chcf reserved rights) except as otherwise provided in the corporation's articles of incorporation or the laws of the state of organization, catholic health care federation ("chcf") shall have such rights as are reserved to the corporate member, acting in its capacity as the membership body of chcf, under the governance matrix.”

“Once the return is prepared, the form 990 and accompanying schedules were made available to all trustees either electronically or by hard copy, depending upon the trustees preference, before the company finalized and sent the documents to the irs. This draft was also available at the administrative offices of the reporting entity for trustees' review before the final form 990 and accompanying schedules were finalized and sent to the irs. The review was under the direction of the cfo and/or the tax department if requested by the trustees. Subsequent to the return being provided to the board, the tax department files the return with the appropriate federal and state agencies, making any non-substantive changes necessary to effect e-filing. Any such changes are not re-submitted to the board.”

“The organization has a conflicts of interest ("coi") policy (the "policy") in place to protect the interests of commonspirit health ("commonspirit") in circumstances that may result in a conflict between personal interests of a person and the interests of the organization and those it serves. Commonspirit's coi policy applies to commonspirit, its direct affiliates and subsidiaries and any related entity the governing documents of which require the entity to comply with commonspirit policy (collectively the "system entities"). The following persons are required to disclose actual or potential conflicts of interest at least annually (via a formal system-administered survey) if the person's affiliation with commonspirit continues: - members of corporate and community boards of system entities - members of committees of corporate and community boards of system entities - members of the executive leadership team ("elt") of commonspirit - corporate officers of system entities - employed physicians and advanced practice providers - key employees and highest compensated employees as specified by the internal revenue service for form 990 purposes who are not otherwise included in the categories above - employees of system entities at the vice president level and above - all individuals engaged in research at institutions owned or operated by a system entity - select employees as determined from time to time by leadership disclosure, review, and management of perceived, potential, or actual conflicts of interest are accomplished through a defined coi disclosure review process. Each person is required to promptly and fully disclose any situation or circumstance that may create a conflict of interest as soon as she/he becomes aware of it. In addition, at the inception of an individual's relationship with commonspirit (e.g. Hiring, board appointment), and for certain positions, annually thereafter, written conflict of interest disclosure forms must be completed. A failure to disclose may result in disciplinary or corrective actions. Reported potential or actual conflicts of interest are initially reviewed by legal, corporate responsibility or research integrity staff. If necessary, a conflict of interest management plan is developed, which plan shall be subject to acceptance by the appropriate direct manager, supervisor, medical staff office, board or board committee (for board, board committee, elt or corporate officer conflicts), or other appropriate individual or body. Once accepted, the conflict of interest management plan is communicated to the person with the actual or potential conflict and the individual must conduct themselves in conformity with the plan. In the event that a transactional conflict interest arises in connection with a system entity board meeting, the conflicted individual must disclose that conflict prior to or at the beginning of the meeting in which the matter is to be considered. The conflicted individual is excluded from voting on the transaction and is prohibited from using personal influence with respect to the matter, but is not prohibited from providing input if requested to do so.”

“Line 15b commonspirit's physician compensation services group (pcsg) is responsible for developing commonspirit's physician compensation guidelines (guidelines). The guidelines include: - general provider compensation considerations - recommended practices in provider compensation - documenting fair market value and when an external fair market value opinion is required - documenting when a compliance review or other reviews are necessary - provider work productivity parameters and expectations in addition, the guidelines include standard physician transaction parameters (parameters) that define criteria for standard physician transactions. The approval process required for a physician transaction will depend on whether the physician transaction fits within these parameters. A corporate responsibility program contracts administration team member (crp cat) will conduct the initial review of a physician transaction. The crp cat review includes, but is not limited to, the need for the arrangement, all remuneration involved, the compensation structure of the arrangement, and any documentation of fair market value and commercial reasonableness (when required under the guidelines). The crp cat shall also determine if the physician transaction is a standard transaction (fits entirely within the parameters) or a non-standard transaction requiring review by the physician transaction advisory group (ptag). If required, the purpose of ptag review shall be to evaluate whether compensation to be paid by the commonspirit entity to the physician under the transaction is supported by documentation of fair market value and commercial reasonableness that satisfies the requirements of applicable commonspirit policies and to identify whether further compliance review is required. Acquiring fair market value and commercial reasonableness opinions from external, third-party valuation firms is encouraged in appropriate situations. In some situations, ptag requires external opinions. The value of the contract governs approval authority level. Approval by the svp of operations and the commonspirit health chief operating officer, for example, may be required when appropriate. All physician contracts, whether standard physician transactions or non-standard physician transactions, must be reviewed by the crp cat upon renewal and at least every three years, unless an earlier review is specified by the ptag when the physician transaction is initially entered.”

“The organization's financial statements, conflict of interest policy and governing documents are available to the public upon request. The organization's financial statements are included in commonspirit health's consolidated audited financial statements that are available at www.commonspirit.org.”

“Contract services: program service expenses 21,801,256. Management and general expenses 10,259,414. Fundraising expenses 0. Total expenses 32,060,670. Contract labor: program service expenses 12,361,492. Management and general expenses 5,817,173. Fundraising expenses 0. Total expenses 18,178,665. Purchased services: program service expenses 10,138,887. Management and general expenses 4,757,341. Fundraising expenses 0. Total expenses 14,896,228. Other fees for services: program service expenses 26,333,186. Management and general expenses 12,392,087. Fundraising expenses 0. Total expenses 38,725,273. Consulting fees: program service expenses 31,768. Management and general expenses 14,950. Fundraising expenses 0. Total expenses 46,718.”

“Annual gift annuity -1,500. Equity changes in unconsolidated orgs 1,612,481. Other changes in net assets -196,141.”