45-2106295

“Form 990, part vi, line 6 christus spohn health system corporation is the sole corporate member of christus health plan.”

“Form 990, part vi, line 7a christus health, the sole corporate member of christus spohn health system corporation, holds the power to appoint and remove with or without cause, with prior action or recommendation by the board of directors or nominating committee of christus health plan, the directors and chairperson of the filing organization.”

“Form 990, part vi, line 7b the christus health members are the congregation of sisters of charity of the incarnate word, houston, texas and the congregation of sisters of charity of the incarnate word (of san antonio). The christus health members have the following powers: to initiate or approve the sale, lease, mortgage, transfer, or encumbrance of real property of the corporation or any system participant when the dollar amount involved is in excess of a threshold dollar amount as required by canon law, subject to any required canonical approval of the organizations canonically accountable under the roman catholic church for such real property, with or without prior action or recommendation of the board of directors of christus health or the corporation; to approve of any merger, consolidation, acquisition, dissolution or liquidation of the corporation or any of the system participants or local entities that own designated ministry property, with or without prior action or recommendation of the board of directors of christus health or the corporation; to identify and approve designated ministry property and to approve any course of action proposed by the corporation, a system participant or a local entity that owns designated ministry property, with or without prior action or recommendation of the board of directors of christus health or the corporation, the effect of which would be to change: (a) ownership, management or control of designated ministry property, except ordinary course of business office and space leases, (b) the fundamental use of designated ministry property by obtaining, modifying or relinquishing a type of health care license that would significantly change the nature of the facility, or (c) the elimination of obstetrical, pediatric, psychological or emergency services provided in connection with designated ministry property; to approve the amendment, modification or restatement of the articles of incorporation or bylaws of the corporation to the extent such amendment, modification or restatement relates to the powers reserved to the christus health members, with or without prior action or recommendation of the board of directors of christus health or the corporation. The christus health board of directors has the following powers: to recommend to the christus health members regarding the initiation or approval of the sale, lease, mortgage, transfer, or encumbrance of real property of the corporation or any system participant when the dollar amount involved is in excess of a threshold dollar amount as required by canon law, subject to any required canonical approval of the organizations canonically accountable under the roman catholic church for such real property, with or without prior action or recommendation of the board of directors of christus health or the corporation; to approve the amendment, modification or restatement of the initial articles of incorporation or bylaws of the corporation as recommended by christus spohn health system corporation to the extent the power to so amend, modify or restate is not reserved to the christus health members, with or without prior action or recommendation of the board of directors of the corporation; to appoint and remove the directors and chairperson of the corporation with or without cause, with the prior action or recommendation of the board of directors or nominating committee of the corporation provided that in the event the corporation engages in managed care activities outside the nueces county service area, the board of directors of christus health will have the right to appoint, without the prior action or recommendation of the board, a percentage of the total number of directors equal to the percentage of total lives covered by management care activities of the corporation that are attributable to managed care activities of the corporation outside the nueces county service area, as such percentage is determined by the board of directors of christus”

“Form 990, part vi, line 11b the form 990 is prepared and reviewed by the organization's external independent accountants. The christus health accounting department works with an external accounting firm in preparation and review of the form 990. The filing organization's cfo, or other designee, reviews the form 990. The final form 990 that will be filed with the irs is posted to a secure internet portal for all members of the board of directors to view. Review of the final form 990 occurs prior to filing with the irs in the spring of 2015 via a web portal polling tool by the respective christus organization's board, based on a set of suggested review processes developed by christus health.”

“Form 990, part vi, line 12c at the end of each calendar year, the christus health corporate secretary distributes a conflict of interest questionnaire to all of the organization's board and committee members for completion prior to the 1st of january in the next year. The corporate secretary thoroughly reviews all completed and executed conflict of interest questionnaire forms to ensure accuracy and that no potential or identified conflict is disclosed or exists. The organization's board of directors is responsible for enforcement of the conflict of interest policy of the organization.”

“Form 990, part vi, lines 15a & 15b the executive compensation committee of christus health determines the compensation of the ceo, officers and key employees of christus health and certain other officers and key employees of related organizations, including the filing organization. The executive compensation committee is composed of individuals who have no conflict of interest with the compensation arrangements at hand. The executive compensation committee of the christus health board selects an independent external firm to perform an independent compensation review, to ensure that all compensation is reasonable and comparable to other similarly situated organizations, for similarly qualified persons in functionally comparable positions, and to provide supporting information of compensation decisions. On an annual basis the external consultant: 1. Develops the merit increase recommendations for all designated system executives based on market comparability 2. Recommends the changes in the compensation structure (grades) based on the market changes. 3. Completes a review and evaluation of newly created positions to recommend a grade placement to the committee for its discussion and approval. On a bi-annual basis, the external consultant completes a detailed review of all other designated system executives' compensation and benefits. This group includes all top management officials, other officers and key leaders of the organization. The review includes recommendations to the committee on any changes necessary in either specific compensation or compensation structure to ensure market competitiveness, reasonableness and internal equity. Upon recommendations from the independent external firm, the executive compensation committee makes final compensation decisions. Additionally, the executive compensation committee reviews all compensation payments for excess benefit transactions. The discussion and decisions of the committee are documented and formalized in the committee minutes and maintained on record.”

“Form 990, part vi, line 18 christus health and most of its affiliated entities do not have forms 1023 because of their inclusion in the irs group ruling with the united states conference of catholic bishops, which covers the organization listed in the annual official catholic directory. Christus health's website displays the irs group ruling and relevant annual official catholic directory pages for the organizations related to christus health. Christus health plan is in the process of applying to be included in the irs group ruling with the united states conference of catholic bishops. Forms 990 and 990-t are made available upon request.”

“Form 990, part vi, line 19 the consolidated audited financial statements of christus health are made available to the public via the christus health website. The organization's governing documents and conflict of interest policy are not made available to the public.”

“Form 990, part xi, line 9 t-bill transferred from christus health to the health plan $319,953”