Christus Pediatric Physician Group

“Form 990, part vi, line 6 christus santa rosa health care corporation and christus health are the sole corporate members of the filing organization. Description of classes of persons and the nature of their rights form 990, part vi, line 7a christus santa rosa health care corporation and christus health have the power to appoint all members of the filing organization's governing body. Descr classes of persons, decisions req appr & type of voting rights form 990, part vi, line 7b christus santa rosa health care corporation (csrhcc) shall have the sole power to appoint and remove the board of directors of the corporation and to appoint the chairperson and the vice chairperson of the board of directors of the corporation with or without prior action or recommendation of the board of the corporation. Csrhcc may recommend any amendment to the bylaws or certification of formation of the corporation to christus health and the corporation board of directors. In addition, the following matters shall require the approval of csrhcc following consultation with the board of directors of the corporation: (a) the merger, acquisition, consolidation, liquidation, or dissolution of the corporation, or the creation, merger, acquisition, consolidation, liquidation, or dissolution of any corporation, partnership or venture controlled directly or indirectly by the corporation, with or without prior action or recommendation of the board of directors of the corporation. Christus health shall have the sole power, with or without prior action or recommendation of the board of directors of the corporation to: (a) appoint and remove the officers of the corporation with or without cause, (b) approve the strategic plan of the corporation, and (c) alter, amend, or repeal the certificate of formation and bylaws of the corporation. In addition, christus health may take the following actions, following consultation with the board of directors: (a) the annual operating and capital budgets of the corporation and any deviation for the annual operating and capital budgets of the corporation; (b) the sale, lease, mortgage, or other transfer or encumbrance of the real property of the corporation, other than the lease of real property of the corporation in the ordinary course of business; (c) the sale, lease, mortgage, or other transfer or encumbrance of the personal property of the corporation (in excess of $250,000); (d) adopting or amending policies of the corporation pertaining to the entering into or amending agreements with physicians, irrespective of whether they are directors, officers, employees or independent contractors, including agreements affecting compensation, benefits and incentives, provided that the christus health member must approve the amount of any compensation; (e) the borrowing or lending of money or the creation of indebtedness through the guaranty of another's debt or similar action; (f) the settlement of claims or litigation; (g) entering into, amending, or terminating contracts in which the corporation is compensated or compensates other providers on a capitated basis.”

“Form 990, part vi, line 11b the form 990 is prepared and reviewed by the organization's external independent accountants. The christus health accounting department works with an external accounting firm 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 2016 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, 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 and key employees of related organizations, including christus pediatric physician group. 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 the filing organization's tax-exempt determination letter from the irs and the form 990 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.”