Christus Health Latin America

“Form 990, part vi, line 6 christus health strategic growth is the sole member of christus health latin america.”

“Form 990, part vi, line 7a christus health strategic growth, the sole member of christus health latin america, has the power to appoint all members of the filing organization's governing body.”

“Form 990, part vi, line 7b christus health strategic growth's board of directors has the following power: approve the annual operating and capital budgets of the corporation; approve material deviations from the capital and operating budgets of $10,000,000 or more; approve the sale, lease, mortgage or other transfer or encumbrance of real property of the corporation having value of $10,000,000 or more; approve the sale, lease, mortgage or other transfer or encumbrance of the personal property of the corporation in excess of $10,000,000; approve the merger, acquisition, consolidation, liquidation, dissolution or sale of any interest in the corporation; approve the borrowing of lending of money or the creation of indebtedness through the guaranty of another's debt or similar action in excess of $10,000,000; approve the settlement of claims or litigation in excess of $10,000,000; adopt and approve any amendments, modifications or restatements of the articles of incorporation or bylaws of the corporation, with or without prior action or recommendation of the board of directors of the corporation; appoint and remove, with or without cause, the directors of the corporation, with or without prior action or recommendation of the board of directors of the corporation; and delegate authority of the board of directors to a committee of the board of directors. In addtion, christus health strategic growth shall have the power for ministry purposes to transfer assets of the corportion or to require the corporation to transfer asset to christus health strategic growth, which assets the corporation shall be authorized to transfer, including funds necessary to pay for system debt service or any indebtedness of christus health strategic growth, and the system entities exempt from federal income tax under section 501(c)(3) of the code. The corportion shall not be required to violate its charitable purpose, the terms of any restricted gifts, or the covenants of its debt instruments as a result of any asset transfers made or directed by christus health stratigic growth. Except for transfers previously approved by christus health strategic growth, trasfers to an affiliate or subsidiary of the corporation, and transfers in the ordinary course of business or otherwise required by law or pre-existing contract, the corporation shall not transfer assets to entities other than christus health strategic or system entities without the approval of christus health strategic growth.”

“Form 990, part vi, lines 8a & 8b christus health latin america does not have a governing body or committees, and no meetings are held. No written actions are undertaken outside of the organization's governing documents.”

“Form 990, part vi, line 11b the form 990 is prepared and reviewed by the christus health tax department. The christus health accounting department works with the tax department 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 2025 via either meeting, conference call, or 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, section b, 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 (or executive director, as applicable), officers and key employees of christus health and certain other officers of related organizations, including christus health strategic growth. 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. 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 book to tax adjustment - investment in subs: $363,363,075”