Presence Home Care

“The sole member of presence home care is presence life connections.”

“Presence life connections, as sole member of presence home care, has the power to appoint members of the board of presence home care, as well as power to make governance decisions.”

“The Corporation provides a complete copy of its Form 990 to all members of the governing boards of its ultimate parent corporations, Presence Health Network and Presence PRV Health, for review prior to filing with the IRS. The board of directors of the Corporation and other subsidiary organizations within the Presence Health system are internal limited fiduciary boards which do not receive a completed copy of the Form 990 prior to filing. As a result, the Corporation answers "no," to Form 990, Part VI, line 11a.”

“The purpose of the conflict of interest policy is to protect the interests of presence health network and all of its affiliated ministries (collectively "presence health") when it is contemplating entering into a transaction or arrangement that might benefit the private interest of any director, trustee, officer, corporate member appointee, member of a committee with board-delegated powers, senior leaders, and others in a recent position to exercise substantial influence over presence health ("interested persons"), and clarify the standards of conduct, duties and obligations of interested persons in the context of potential conflicts of interest by providing a method for disclosing and resolving such potential conflicts. No presence health entity will engage in any contract, transaction or arrangement involving a conflict of interest unless disinterested members of the applicable board of directors or other governing body determine by a majority vote that appropriate safeguards to protect the charitable mission of presence health have been implemented. To facilitate this policy, all interested persons have a continuing obligation to promptly disclose the existence and nature of any actual, apparent, or potential conflicts of interest he/she may have. All disclosures must be provided to the system compliance officer and general counsel in a written description of the material facts. Disclosure shall be on a conflicts of interest questionnaire or similar format as described in the conflicts of interest policy. All interested persons shall also complete a questionnaire based on the assumption of the board (or other relevant) position, and thereafter on at least an annual basis or when an actual, apparent, or potential conflict arises. At any time that an actual, apparent or a potential conflict of interest is identified to the corporation's board of directors, whether through the voluntary submission of a disclosure statement by an interested person, or by a disclosure by a person other than the subject interested person, the corporation's board or applicable committee shall review the matter and determine whether a conflict of interest exists. Once all necessary information has been obtained, only disinterested directors/committee members vote to determine whether a conflict of interest exists. If a conflict is found to exist the interested person will generally be required to recuse him or herself during any meeting in which the board of directors or applicable committee conducts the evaluation of the subject transaction, except to answer questions as may be necessary. To ensure that the presence health operates in a manner consistent with its charitable purposes and that it does not engage in activities that could jeopardize its exempt status, transactions involving interested persons are only approved if, after exercising reasonable due diligence, the board determines they are fair and reasonable, taking into account factors such as whether presence health could obtain a more advantageous contract, transaction or arrangement. However, lending money or guarantying an obligation of a director, officer, or employee of presence health (exclusive of customary insurance coverage for acts done in connection with such individual's service to or employment by presence health) is strictly prohibited.”

“The compensation committee or other authorized committee of the board, none of which have a conflict of interest with respect to the compensation arrangement, was accountable for setting reasonable compensation packages for the ceo and key employees. The committee developed, consistent with presence hospital prv's philosophy and principles, the annual performance goals and criteria to be used in determining merit increases and variable compensation criteria for the ceo and key employees. The committee also reviewed appropriate comparability data prepared by an independent consultant that utilized national nonprofit compensation surveys in determining the ceo's and key employees' compensations. The committee's written records include the (1) terms of the arrangement with the disqualified person (including the date the arrangement was approved); and (2) a description of the comparable data relied on by the committee. Key deliberations of the committee, including: (a) the terms of the transaction that was approved and the date it was approved; (b) the members of the committee who were present during debate on the transaction that was approved and those who voted on it; (c) the comparability data obtained and relied upon by the committee and how the data was obtained; and (d) any actions taken with respect to consideration of the transaction by anyone who is otherwise a member of the committee but who had a conflict of interest with respect to the transaction are also documented in minutes, which are approved at the next committee meeting.”

“Governing documents, conflict of interest policies, and financial statements are available to the public upon request.”

“Transfer to affiliate ($2,950,001) change in temporarily restricted net assets $ 675 ----------------- total changes in net assets or fund balance ($2,949,326)”