St Peter'S Health Partners Medical Associates PC

“The organization is a "captive pc," meaning that it is a new york professional services corporation that is indirectly controlled by a hospital system through one or more nominee physician shareholders who are employed by the hospital system. Nominee shareholders are obligated under a shareholder control agreement to vote their shares on certain matters as directed by the st. Peter's health partners (sphp) ceo, where the organization's bylaws require shareholder approval. Such matters include, but are not limited to: election and removal of the organization's directors, modifications to governing documents, approval of capital and operating budgets, approval of the organization's strategic plan, purchase or sale of any physician practice and execution of managed care agreements.”

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

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

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

“Prior to filing, the form 990 for st. Peter's health partners medical associates is reviewed by management. Each member of the board receives a copy of the return in its final form before it is filed with the internal revenue service.”

“St. Peter's health partners medical associates (sphpma) has adopted trinity health's governance policy no. 1, which sets forth the organization's conflict of interest policy and processes. It applies to all "interested persons" of sphpma, which includes directors, principal officers, key employees, and members of committees with board-delegated powers. Interested persons are expected to discharge their duties in a manner the person reasonably believes to be in the best interests of sphpma and to avoid situations involving a conflict of interest. On an annual basis, interested persons are required to complete a conflict of interest disclosure statement and to affirm their receipt of the conflict of interest policy, compliance with its requirements, and agree to notify the organization of changes impacting their annual disclosure in accordance with the policy. The annual disclosures are provided to the integrity and compliance officer. If a potential conflict is identified, the integrity and compliance officer shares the disclosures with internal legal counsel, from which legal counsel prepares a report for the board chair and ceo. A summary of potential conflicts is reviewed with the board of directors of sphpma (or a delegated committee of the board) on a yearly basis. Interested persons are required to make full disclosure to sphpma of any financial or business interests that might result in or have the appearance of a conflict of interest. The board of directors of sphpma (or a delegated committee of the board) is responsible for the review of transactions to determine whether an actual conflict of interest exists. In the event of an actual conflict, the board (or a delegated committee of the board) will either avoid the conflict or appropriately scrutinize the transaction to ensure it is in the best interests of sphpma. Interested persons are required to recuse themselves from discussion and voting on matters involving a conflict of interest. The policy further addresses the proper documentation of the proceedings and potential disciplinary and corrective action for violations of the policy. The policy is available to the public upon request.”

“Question 15a is answered "no" because the compensation for certain officers and key management officials of st. Peter's health partners medical associates is established by trinity health, a related organization. In establishing compensation for the system ceo, cfo and certain other key management officials, trinity health follows a process and policy that is intended to mirror the irc section 4958 guidelines for obtaining a "rebuttable presumption of reasonableness" with regard to compensation and benefits. As part of that process, the compensation and benefits of these individuals are reviewed at least annually by the trinity health board or the trinity health human resources and compensation committee (hrcc) of the board, authorized to act on behalf of the board with respect to certain compensation matters. As part of its review process, the hrcc retains an independent firm experienced in compensation and benefit matters for not-for-profit health care organizations to advise it in the determinations it makes on the reasonableness of proposed compensation and benefits arrangements. For the compensation of other officers, st. Peter's health partners medical associates has a process for determining compensation which includes the following: compensation is reviewed by an independent compensation consultant who reviews the salaries to ensure they are within market and market competitive. This is done on an annual basis, reviewed by either the organization's or a related organization's compensation committee and communicated to the other officers and key employees.”

“St. Peter's health partners medical associates is a subsidiary organization in the trinity health system. Trinity health makes certain of its key documents available to the public on its website, www.trinity-health.org, in the "about us" section. In this section, the consolidated audited financial statements are publicly available. St. Peter's health partners medical associates' governing documents and conflict of interest policy are available upon request.”

“Equity transfers to affiliates -22,250,169. Asset impairment 2,087,755.”

“St. Peter's health partners medical associates' financial statements were included in the fy22 consolidated financial statements of st. Peter's health partners and trinity health, which were both audited by an independent public accounting firm.”