Slnc Inc

“Although a minority of the organization's governing board members are independent, the filing organization is deemed to have a community board by virtue of its relationship with its sole member, saint luke's health system, inc. (slhs). Slhs is a 501(c)(3) organization governed by a board of directors, a majority of whom are external, independent persons.”

“Melinda estes, md, and charles robb have a business relationship because they are directors, officers, and/or employees of the same affiliated tax-exempt organization.”

“See explanation for part vi, section a, line 1.”

“The majority of the governing body is elected by the sole corporate member.”

“The sole member has specified reserve powers over major decisions such as amendments to articles and bylaws, debt, budgets, capital expenditures and strategic operating decisions. As part of an integrated health system, the sole member also provides various management and support functions to the organization.”

“The 990 is prepared jointly by accounting staff of the entity and saint luke's health system (system) tax staff. The return is reviewed by the entity's cfo or ceo before filing. The 990 draft was also presented to the audit committee of the system board of directors for review prior to filing. The 990 is provided to the organization's board members before filing with the irs.”

“Saint luke's health system and its affiliates, including the filing organization, have comprehensive written conflict of interest policies applicable to all directors, officers, and employees. Any actual, possible or perceived conflict of interest is expected to be handled through full and timely disclosure of any such interest, together with absence of persuasion in any discussion and in any vote wherein the interest is involved. Disclosure is to be made when the interest arises, at any time the interest becomes a matter of governing board action, and then annually through completion of a conflict of interest questionnaire. The system vice president of internal audit or the system vice president of human resources reviews completed questionnaires and further investigates possible conflicts of interest. A report is provided to the audit committee of the system board of directors and any identified conflict of interest is reported to the applicable entity.”

“The saint luke's health system board of directors' physician contract review committee reviews and approves compensation for the top management executive and all employed physicians. Independent, external directors serve on the committee. An independent physician compensation consulting firm provided a written report and reasonableness opinion. The board committee's actions are contemporaneously documented. This process satisfies the rebuttable presumption procedure. Directors are not compensated for services as a director.”

“The organization's articles of incorporation and amendments thereto are made available to the public by the filing of those documents with the mo and/or ks secretary of state. Also, the organization is included within the combined financial statements of saint luke's health system inc that are made available to the public by the posting of those documents through emma. The organization's other governing documents and conflicts of interest policy are not made available to the public.”

“Charles robb and melinda estes, md, did not receive compensation for duties as a director or officer of the filing organization but received compensation from related organizations for services rendered to the related organizations. Kevin thorpe and stephen takacs received compensation for services rendered to the filing and related organizations.”

“Pension obligation transfer to slhs -22,251. Rdg 1.”

“Slnc inc is part of saint luke's health system, an integrated health system. The majority of slnc's vendors are paid through a centralized payment system with 1099s issued by the centralized service entity.”