St Mary Building and Development

“The sole member of smbd is st. Mary medical center (smmc). The articles of incorporation and bylaws of st. Mary building and development (smbd) were amended and restated to reflect the change of the sole member of smmc. Effective july 1, 2019, the sole member of smmc is trinity health mid-atlantic (thma), a subsidiary of trinity health.”

“The sole member of smbd is smmc. See line 7 for additional information.”

“Smmc is the sole member of smbd. Smmc has the right to appoint all persons to the board of directors of smbd.”

“As sole member, smmc must approve certain decisions of the governing body, including the strategic plan, annual capital plan, and annual operating budget. Smmc must also approve significant changes such as a merger, dissolution, sale of assets in excess of certain limits, and modifications to governing documents. Certain powers are reserved to thma, as the sole member of smmc, and to trinity health corporation, as the parent of the national trinity health system. These include the authority to adopt or modify the organization's governing documents, to approve major changes such as a merger or dissolution, and to approve significant finance matters in excess of certain limits established by trinity health corporation.”

“Prior to filing, the form 990 for smbd 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.”

“Smbd 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 smbd, 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 smbd 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 internal legal counsel and the integrity and compliance officer, 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 smbd or a delegated committee of the board) on a yearly basis. Interested persons are required to make full disclosure to smbd of any financial or business interests that might result in or have the appearance of a conflict of interest. The board of directors of smbd (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 smbd. 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.”

“Questions 15a and 15b are answered "no" because the compensation for certain officers and key management officials of smbd is established by trinity health, a related organization. In establishing ceo and svp of finance compensation, 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 the ceo and svp of finance of lps 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. To establish the compensation of other executives, the trinity health executive compensation philosophy described above is used as a basis for both base salary and total cash compensation, in conjunction with a market analysis, to determine the appropriateness of the executive's compensation.”

“Smbd 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. Smbd's governing documents and conflict of interest policy are available upon request.”

“Equity transfers to affiliates -1,211,772.”

“Smbd's financial statements were included in the fy20 consolidated financial statements of trinity health, which were audited by an independent public accounting firm.”