Saint Francis Medical Center

“Pursuant to section 8.1 of the corporation's bylaws, committees, such as the executive committee, that are granted the authority to act on behalf of the board of directors may include only directors of the corporation.”

“Saint francis medical center amended its bylaws on october 1, 2013. Significant changes include an increase in the minimum number of board member from 9 to 11 and a decrease in the maximum number of board members from 21 to 15. Furthermore, the chief executive officer and the executive vice president and chief operating officer or other designee shall each serve as an ex officio voting member of the board. Additional changes made include removing the requirements that the president of the medical staff shall report to the board on matters relating to the medical staff and the chairperson of the foundation shall no longer be requested to attend meetings at least quarterly.”

“The organization's sole corporate member is chi nebraska, a nebraska nonprofit corporation.”

“In accordance with the organization's corporation bylaws, the sole corporate member may unilaterally appoint one or more individuals to the organization's board of directors.”

“The organization's corporate member is chi nebraska. Pursuant to section 5.4.1 of the organization's bylaws, chi nebraska, and catholic health inititiaves (chi nebraska's sole corporate member) ("chi") have the specific rights set forth in the governance matrix. Pursuant to the governance matrix the following rights are reserved to the chi nebraska board directly or through powers delegated to the chi nebraska chief executive officer: -substantial change in the mission or philosophy of saint francis medical center -amendment of the corporate documents of saint francis medical center -approve members of saint francis medical center's board -removal of a member of the governing body of saint francis medical center -approval of issuance of debt by saint francis medical center -approval of participation of saint francis medical center in a joint venture -approval of formation of a new corporation by saint francis medical center -approval of a merger involving saint francis medical center -approval of the sale of all or substantially all of the assets of saint francis medical center -to require the transfer of assets by the saint francis medical center to chi to accomplish chi's goals and objectives, and to satisfy chi debts. -adoption of long range and strategic plans for saint francis medical center. Pursuant to section 5.5.2 of the organization's bylaws, chi may, in exercise of its approval powers, grant or withhold approval in whole or in part, or may, in its complete discretion, after consultation with the board and the president and chief executive officer of the organization, recommend such other or different actions as it deems appropriate.”

“Chi nebraska's (the organization's corporate member) cfo is responsible for reviewing the final tax return prepared by the chi tax department for any potential errors, omissions, or clarifications needed for proper presentation. After the final changes are made to the form 990, the returns are posted to a secured board collaboration site for review by the board members. Subsequent to distribution to the board, the tax department files the return with the appropriate federal and state agencies, making any non-substantive changes necessary to effect e-filing. Any such changes are not re-submitted to the board.”

“All board members, officers, directors and other members of management of saint francis medical center will complete the "agreement to disclose conflict of interest and maintain confidentiality of information" form upon assuming office or employment, and annually thereafter. If a potential conflict of interest arises between annual disclosure dates, the individual will immediately disclose relevant information to the chief executive officer of saint francis medical center. Boards of all catholic health initiatives institutions require each institution to approve a conflict of interest policy which shall not be inconsistent with the chi conflict of interest policy. The "policy regarding conflicts of interest for officers and directors" for saint francis medical center and its affiliates and "agreement to disclose conflict of interest and maintain confidentiality of information" forms are maintained in the executive office. Disclosure, review and initial determination: 1. General obligation. Each director must promptly and fully report to the board chair situations that may create a conflict of interest when he or she becomes aware of such situations. In the case of an officer, disclosure must be made to the corporation's president/chief executive officer who will report such disclosure to the board chair. In any situation when a director or officer is in doubt, full disclosure should be made so as to permit an impartial and objective determination. A written record of the disclosure will be made. 2. Annual disclosure statement. In addition to the ongoing disclosure obligation, the corporation's president/chief executive officer shall annually send to all directors and officers a copy of this policy and the conflict of interest disclosure statement. The directors and officers must promptly complete, sign, and return the statement to the corporation's president and ceo. The completed statements will be reviewed by the president and ceo and the board chair. 3. Review, evaluation and initial determination. The board chair or designee shall make such further investigation of any conflict of interest disclosures as he or she may deem appropriate. If the conflict involves the board chair, the vice chair will assume the chair's role outlined in this policy. Based on review and evaluation of the relevant facts and circumstances, the board chair will make an initial determination as to whether a conflict of interest exists and whether, pursuant to this policy, review and approval or other action by the board of directors is required. A written record of the board chair's determination, including relevant facts and circumstances, will be made. The board chair shall then make an appropriate report to the executive committee of the board concerning such review, evaluation and determination. If a difference of opinion exists between the board chair and another director or officer as to whether the facts and circumstances of a given situation constitute a conflict of interest or whether board of directors review and approval or other action is required within this policy, the matter shall be submitted to the board's executive committee, which shall make a final determination as to the matter presented. Such determination, including relevant facts and circumstances, will be reflected in the committee minutes and will be reported to the board ofdirectors. Board review: transactional conflict of interest 1. The board of directors shall carefully scrutinize and must in good faith approve or disapprove any transaction in which the corporation and/or any of its affiliates is a party and in which one or more of the corporation's directors or officers either: a. Has a material financial interest; or b. Is a director or officer of the other party other than the corporation's own affiliates. 2. The board of directors must approve the transaction by a majority of the directors on the board, without counting the vote of any director who has an interest i”

“The organization's president's compensation is paid by fhs, a related organization. Fhs uses an external compensation firm who utilizes actual market data compensation from similar institutions with comparable positions and compensation levels and considering the organization's geographic location. The executive committee of the board annually evaluates and approves the executive compensation arrangement for each executive for fair market value along with other applicable factors relied on by the board's determination. The supporting documentation becomes part of the minutes of the meeting. This process is completed yearly.”

“Hr advantage has served as the independent compensation consultant for the nebraska facilities in 2013. Hr advantage reviewed all nebraska ministries' vp and executive directors compensation levels and provided a report with comparability data to chi nebraska hr leaders to review with local ceos, confirming the reasonableness of mbo executive's compensation and philosophy. Compensation package and bonus potential for executive leaders are approved by the local boards of each ministry. The highest paid employees are physicians. Their compensation was reviewed by an independent compensation consultant. There is a physician employment agreement contract with each employed physician (note physicians are paid by a related organization). Contracts include a maximum compensation based upon an overall percentile national compensation per specialty as reported in the most recent version of the physician compensation and production survey as published by the mgma”

“Saint francis medical center has not formally adopted a written policy or written procedure regarding joint ventures. However chi's system-wide joint venture model operating agreement incorporates controls over the venture sufficient to ensure that (1) the exempt organization at all times retains control over the venture sufficient to ensure that the partnership furthers the exempt purpose of the organization; (2) in any partnership in which the exempt organization is a partner, achievement of exempt purposes is prioritized over maximization of profits for the partners; (3) the partnership does not engage in any activities that would jeopardize the exempt organization's exemption; (4) returns of capital, allocations, and distributions must be made in proportion to the partners' respective ownership interests; and (5) all contracts entered into by the partnership with the exempt organization must be at arm's-length, with prices set at fair market value. Any joint venture agreements that do not conform to the model agreement are generally reviewed by counsel.”

“Saint francis medical center's financial statements are included in the catholic health initiatives' consolidated audited financial statements that are available at www.catholicheathint.org or at www.dacbond.com the conflict of interest policy is available upon request. The governing documents are not available to the public.”

“The mission of the corporation is to nurture the healing ministry of the church, supported by education and research. Fidelity to the gospel urges the corporation to emphasize human dignity and social justice as it creates healthier communities. The corporation, sponsored by a lay-religious partnership, calls other catholic sponsors and systems to unite to ensure the future of catholic health care. To fulfill this mission, the corporation, as a values-based organization, will assure the integrity of the ministry in both current and developing organizations and activities; research and develop new ministries that integrate health, education, pastoral, and social services; promote leadership development and formation for ministry throughout the entire organization; advocate for systemic changes with specific concern for persons who are poor, alienated, and underserved; and steward resources by general oversight of the entire organization.”

“Gaap adjustment - -2029254; temporarilty restricted assets - -960703;”