Dignity Health Foundation

“For 2019, compensation is determined in accordance with an annual review process and agreed upon goals and dignity health compensation policies for incentive pay. The supported organization's human resources and compensation committee approves, consistent with the organization's philosophy and principles, the annual performance goals and criteria to be used in determining merit increases and variable compensation criteria for officers and key employees. The human resources and compensation committee also engages outside legal counsel as necessary and qualified independent compensation and benefits specialists (independent experts) to review, analyze and provide benchmarking data for the total compensation and benefits packages of officers and key executives. Appropriate comparable data is obtained from the independent experts, (e.g., total economic benefits paid by similarly situated organizations, both taxable and tax-exempt, for similar job responsibilities). Key deliberations of the committee are documented in meeting minutes which are approved at the next committee meeting and provided to the board of directors. The documentation of the deliberations includes (a) the terms of the agreement approved and the date approved; (b) the members of the committee who were present during discussion of the approved agreement and those who voted on it; and (c) the comparability data obtained and relied upon by the committee and how the data was obtained.”

“The foundation has a sole corporate member, dignity health, a 501(c)(3) exempt organization. On february 1, 2019, dignity health and catholic health initiatives ("chi"), a colorado nonprofit corporation, effected a business combination. On that date, chi changed its name to commonspirit health and became the sole corporate member of dignity health. Commonspirit health is a catholic healthcare system sponsored by the public juridic person, catholic health care federation ("chcf").”

“Dignity health, as the sole member, ratifies the selection of members and the dignity health board approves new board members, and may appoint and remove any board members of the foundation.”

“Reserved rights of the sole member include adoption of mission and philosophy statements, amendment or restatement of articles of incorporation and bylaws, dissolution of the corporation, acquisition of another corporation, creation of a new subsidiary, merger or consolidation with another corporation, participation as a general or limited partner in any venture, incurring long-term indebtedness in excess of normal operating requirements, ratification of board member appointments and dismissals, selection and removal of independent auditors, and transactions outside the ordinary course of business.”

“The foundation's finance and operations staff reviewed the form 990. In addition, commonspirit health's tax department worked closely with the corporate accounting director to review the return. The form 990, in its entirety, was provided by the foundation's board prior to filing with the internal revenue service.”

“The foundation has adopted dignity health's policies for the disclosure and management of conflicts of interest. During the period july 1, 2019 - june 30, 2020, dignity health was subject to written conflict of interest policies (the "coi policies."). These policies, provide for the disclosure and subsequent review and management of conflicts of interest that may exist for members of dignity health's governing bodies, including its board of directors and board committees, as well as dignity health's officers and executive leaders, key employees, management personnel at the vice president level and above, and any other designated personnel ("covered persons"). All covered persons are required to disclose actual or potential conflicts arising from the business, ownership, financial and personal interests held by such covered persons or their family members. Covered persons are required to disclose to their supervisors or relevant decision makers any interest that may present a conflict of interest, or the appearance of a conflict of interest. Such disclosure is required on a transactional basis at the time such conflicts arise, when an individual becomes a covered person (e.g. Upon hiring or upon promotion), and annually thereafter. As part of the annual disclosure survey conducted pursuant to the coi policies, each covered person is required to certify that he/she: (1) has received a copy of the coi policy or coi policies applicable to his/her position; (2) has read the coi policy and understands said policy; and (3) agrees to comply with all requirements of the coi policy, including completing the conflicts of interest disclosure survey as required by the coi policies. The information from the annual disclosure survey is used to monitor and manage disclosed conflicts of interest and assure decisions are made in the organization's best interests. The procedures for addressing a conflict of interest related to a proposed transaction in the case of governing bodies require that the board shall carefully scrutinize and must in good faith either approve or disapprove any transaction in which dignity health or a dignity health entity is a party and in which the director either: has a material financial interest or is a director or corporate officer of the other party (other than a dignity health-affiliated organization). The board must approve the transaction by majority of the directors on the board, without counting the vote of any individual who has an interest in the transaction. In reviewing such transactions between dignity health or dignity health entities and vendors or other contractors who are, or are affiliated with, directors, the board shall act no more or less favorably than it would in reviewing transactions with unrelated third parties. The transaction will not be approved unless the board determines that the transaction is fair to dignity health or the dignity health entity.”

“Federal tax laws do not mandate that the organization's governing documents, conflict of interest policy and financial statements be made available for public inspection. The organization is included in commonspirits healths' consolidated financial statements which are available on both commonspirit health's and dignity health's websites and upon request.”

“All compensation and benefits reported for directors and officers represent compensation as an employee of the supported organization.”

“The foundation does not have employees. As a supporting organization, the foundation operates for the benefit of dignity health and utilizes the employees of dignity health. The proportionate salaries and benefits for these individuals are allocated to the foundation. The salaries of these employees are included in the dignity health entity's form w-3 and federal employment tax returns.”

“Admin Services - Total Expense: 821022, Program Service Expense: , Management and General Expenses: 488567, Fundraising Expenses: 332455; Event Indirect Expense - Total Expense: 91515, Program Service Expense: , Management and General Expenses: , Fundraising Expenses: 91515; Other Purchased Services - Total Expense: 260, Program Service Expense: , Management and General Expenses: 139, Fundraising Expenses: 121;”

“The organization's federal awards were included in commonspirit's consolidated uniform guidance audited schedule of federal expenditures for the period of july 1, 2019, to june 30, 2020.”