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.”

“Mardell wilson and kevin fitzgerald - business relationship”

“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 commonspirit health (chi nebraska's sole corporate member) 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 commonspirit health to accomplish commonspirit health 's goals and objectives, and to satisfy commonspirit health debts. - adoption of long range and strategic plans for saint francis medical center. Pursuant to section 5.5.2 of the organization's bylaws, commonspirit health 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.”

“Following the preparation of the form 990 by tax analysts of commonspirit health, a related organization, the return is reviewed by the commonspirit health tax director and the local chief financial officer. The board of directors are provided the final form 990 and related schedules to review and are able ask the chief financial officer and tax director questions prior to filing with the irs. Upon chief financial officer approval and signature, the tax analyst files the final form 990 as presented to the board and finance committee, making any non-substantive changes necessary in order to effect e-filing. Any such changes are not re-submitted to the board.”

“The organization has a conflicts of interest ("coi") policy (the "policy") in place to protect the interests of commonspirit health ("commonspirit") in circumstances that may result in a conflict between personal interests of a person and the interests of the organization and those it serves. Commonspirit's coi policy applies to commonspirit, its direct affiliates and subsidiaries and any related entity the governing documents of which require the entity to comply with commonspirit policy (collectively the "system entities"). The following persons are required to disclose actual or potential conflicts of interest at least annually (via a formal system-administered survey) if the person's affiliation with commonspirit continues: - members of corporate and community boards of system entities - members of committees of corporate and community boards of system entities - members of the executive leadership team ("elt") of commonspirit - corporate officers of system entities - employed physicians and advanced practice providers - key employees and highest compensated employees as specified by the internal revenue service for form 990 purposes who are not otherwise included in the categories above - employees of system entities at the vice president level and above - all individuals engaged in research at institutions owned or operated by a system entity - select employees as determined from time to time by leadership disclosure, review, and management of perceived, potential, or actual conflicts of interest are accomplished through a defined coi disclosure review process. Each person is required to promptly and fully disclose any situation or circumstance that may create a conflict of interest as soon as she/he becomes aware of it. In addition, at the inception of an individual's relationship with commonspirit (e.g. Hiring, board appointment), and for certain positions, annually thereafter, written conflict of interest disclosure forms must be completed. A failure to disclose may result in disciplinary or corrective actions. Reported potential or actual conflicts of interest are initially reviewed by legal, corporate responsibility or research integrity staff. If necessary, a conflict of interest management plan is developed, which plan shall be subject to acceptance by the appropriate direct manager, supervisor, medical staff office, board or board committee (for board, board committee, elt or corporate officer conflicts), or other appropriate individual or body. Once accepted, the conflict of interest management plan is communicated to the person with the actual or potential conflict and the individual must conduct themselves in conformity with the plan. In the event that a transactional conflict interest arises in connection with a system entity board meeting, the conflicted individual must disclose that conflict prior to or at the beginning of the meeting in which the matter is to be considered. The conflicted individual is excluded from voting on the transaction and is prohibited from using personal influence with respect to the matter, but is not prohibited from providing input if requested to do so.”

“The organization's financial statements, conflict of interest policy and governing documents are available to the public upon request. The organization's financial statements are included in commonspirit health's consolidated audited financial statements that are available at www.commonspirit.org.”

“Saint francis medical center has not formally adopted a written policy or written procedure regarding joint ventures. However commonspirit health'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.”

“Payments to vendors for entities that are part of commonspirit health are made by commonspirit health. Commonspirit health files the form 1099's and complies with the backup withholding rules for reportable payments to vendors and gaming winnings. The 1099's issued by commonspirit health on behalf of chi health saint francis are reported to the irs.”

“Contract services: program service expenses 3,218,983. Management and general expenses 357,665. Fundraising expenses 0. Total expenses 3,576,648. Contract labor: program service expenses 10,446,481. Management and general expenses 549,815. Fundraising expenses 0. Total expenses 10,996,296. Purchased services: program service expenses 7,723,645. Management and general expenses 395,718. Fundraising expenses 0. Total expenses 8,119,363. Consulting: program service expenses 81,139. Management and general expenses 4,270. Fundraising expenses 0. Total expenses 85,409. Other fees: program service expenses 14,490,800. Management and general expenses 762,674. Fundraising expenses 0. Total expenses 15,253,474.”

“Equity changes in unconsolidated orgs 12,132,395. Cnrs noncontrolling interest -5,027,400. Net asset transfer 20,133.”