Saint Elizabeth Regional Medical Center

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

“According to the organization's bylaws of saint elizabeth regional medical center, the entity's sole corporate member is chi nebraska, a nebraska non-profit corporation.”

“According to the organization's bylaws, directors shall be appointed or refused by the corporate member. The corporate member may appoint one or more individuals to the board of directors, and may at any time remove, with or without cause, any member of the board of directors. According to the organization's bylaws, directors of the corporation shall be appointed by the corporate member no later than june 30 of each year. The names and qualifications of each individual accepted by the board of directors shall be submitted to the corporate member, who shall appoint or refuse each nominee in accordance with the corporate member's bylaws and with endorsement of the senior vice president of operations. The corporate member may unilaterally appoint one or more individuals to the board of directors should the board fail to furnish the corporate member with a list of individuals qualified to serve on the board of directors of the corporation.”

“The organization's corporate member is chi nebraska. Pursuant to section 5.4.1 of the organization's bylaws, both chi nebraska and commonspirit health have reserved powers as outlined in the commonspirit health governance matrix. Pursuant to the governance matrix the following rights are held by the chi nebraska's board: * approve members of the saint elizabeth regional medical center board. * amendment of the corporate documents of the saint elizabeth regional medical center. * approve removal of a member of the governing body of the saint elizabeth regional medical center. * adoption of long range and strategic plans for the saint elizabeth regional medical center. The following rights are reserved to the commonspirit health board directly or through powers delegated to the commonspirit health chief executive officer: * substantial change in the mission or philosophy of the saint elizabeth regional medical center. * removal of a member of the governing body of the saint elizabeth regional medical center. * approval of issuance of debt by saint elizabeth regional medical center. * approval of participation of saint elizabeth regional medical center in a joint venture. * approval of formation of a new corporation by saint elizabeth regional medical center. * approval of a merger involving the saint elizabeth regional medical center. * approval of the sale of all or substantially all of the assets of the saint elizabeth regional medical center. * to require the transfer of assets by the saint elizabeth regional medical center to commonspirit health to accomplish commonspirit health's goals and objectives, and to satisfy commonspirit health debts. Pursuant to section 5.5.2 of the organization's bylaws, chi nebraska or commonspirit health may, in exercise of their approval powers, grant or withhold approval in whole or in part, or may, in its complete discretion, after consultation with the board and its president and the 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. Additionally, the board of directors are provided the final form 990 and related schedules to review and are able to 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 maintain the integrity of its activities. The policy applies to the following persons ("covered persons"): members of the commonspirit health ("commonspirit") board of stewardship trustees and its committees; commonspirit health corporate officers; members of the dignity health board of stewardship trustees and its committees. In addition, the policy applies to organizations that were affiliates and subsidiaries of commonspirit health prior to its affiliation with dignity health ("chi entities"). Covered persons of chi entities include: members of any chi entity direct affiliate or subsidiary board and their committees; employees of chi entities; and chi entity researchers (as defined by the policy). Disclosure, review and management of perceived, potential or actual conflicts of interest are accomplished through a defined coi disclosure review process. All covered persons are required to disclose actual or potential conflicts and must disclose that conflict to his/her direct manager (or other person as is appropriate per policy). 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 board appointment), and annually thereafter. Disclosures of perceived, potential or actual conflicts are initially reviewed by national or regional legal or corporate responsibility team members to determine whether an actual or potential conflict may exist. If it is determined that a potential or actual conflict exists, issues are elevated to the board executive committee or board chair (for board or officer conflicts), or the conflicts of interest review committee (for any other conflict). The procedures for addressing a conflict related to a proposed transaction in the case of governing bodies or a corporate officer include, but are not limited to 1) disclosure to the board, 2) the trustee or corporate officer being excused from the meeting during discussion and vote on the conflict of interest (although he or she may respond to pertinent questions if the knowledge is relevant), and 3) board approval of the transaction by a majority of disinterested members. In addition, boards carefully review and scrutinize any non-transactional conflicts of interest. In such circumstances, by a majority vote of the disinterested trustees, the board takes whatever action is deemed appropriate. For conflicts not involving a board member or officer, the conflicts of interest review committee ("c-circ") will facilitate a coi management plan to mitigate the conflict if adequate controls aren't already in place. Notwithstanding the foregoing, at its sole discretion, an entity may reject a person's request to enter into the relationship in question, or require the relationship be sufficiently altered to avoid a potential conflict of interest.”

“The organization's top management official's compensation was paid by commonspirit health, a related organization the commonspirit health board of stewardship trustees appoints a human resources and compensation committee, comprised exclusively of independent directors, who are accountable for approving reasonable compensation packages for each officer and certain key employees (including the president/ceo). The 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 executives. 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 stewardship trustees. 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. Compensation for the other officers of saint elizabeth regional medical center was established by the chi health ceo and human resources director using the following methods to establish the compensation: (1) compensation surveys or studies (2) independent compensation consultant and (3) approval by the board compensation committee.”

“The organization's governing documents and conflict of interest policy are available upon request from the administration department. In addition, the articles of incorporation are available from the nebraska secretary of state. The organization's financial statements are included in commonspirit health's consolidated audited financial statements that are available at www.commonspirit.org.”

“Chi health saint elizabeth 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; and (4) returns of capital, allocations, and distributions must be made in proportion to the partners' respective ownership interests. 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 elizabeth are reported to the irs.”

“Other fees: program service expenses 12,161,766. Management and general expenses 3,040,441. Fundraising expenses 0. Total expenses 15,202,207. Consulting: program service expenses 184,632. Management and general expenses 46,158. Fundraising expenses 0. Total expenses 230,790. Contract services: program service expenses 940,547. Management and general expenses 235,137. Fundraising expenses 0. Total expenses 1,175,684. Contract labor: program service expenses 2,957,886. Management and general expenses 739,472. Fundraising expenses 0. Total expenses 3,697,358. Purchased services: program service expenses 8,290,907. Management and general expenses 2,065,758. Fundraising expenses 0. Total expenses 10,356,665.”

“Equity changes of unconsolidated orgs -718,182. Asc 842 adjustment -37,616. Donated property -29,639.”