Catholic Health Initiatives

“Commonspirit's board of stewardship trustees has an executive committee which consists only of members of the board of stewardship trustees and includes both the chairperson and vice chairperson of the board of stewardship trustees, the chief executive officer of commonspirit, and three additional trustees. Pursuant to the commonspirit bylaws, except as otherwise provided by law, the executive committee shall have and may exercise such powers as may be delegated to it by the board of stewardship trustees. Additionally, the executive committee shall have and may exercise such powers to transact routine business of the corporation in the interim period between regularly scheduled meetings of the board of stewardship trustees, provided that such actions taken shall be consistent with and not conflict with any actions or policies of the board of stewardship trustees, the bylaws, or applicable law. The executive committee shall keep regular minutes of its proceedings and report the same to the board of stewardship trustees at the next regular or annual meeting of the board of stewardship trustees.”

“Certain reportable individuals have business relationships. Below are reportable individuals who serve as members of the boards of directors of commonspirit for-profit subsidiaries or joint ventures: 1. Consolidated health services, inc. - paul edgett, mitch melfi, cliff robertson, marvin o'quinn 2. Franciscan services, inc. - mitch melfi, thomas kopfensteiner 3. Primed management consulting - m. O'quinn, b. Swartz 4. Optum 360, llc and optum services - p. Hanelt, l. Zuckerman 5. Concentra group holdings - k. Bradley, l. Zuckerman 6. Dignity health global education ltd. - m. O'quinn, k. Sanford 7. Biolife dignity health international ltd - b. Loanzon, e. Shih 8. Dignity health holding corporation - e. Shih, d. Morissette, c. Francis, m. O'quinn 9. Dignity health insurance ltd. - m. Melfi, d. Morissette, m. O'quinn, r. Wiebe, a. Hardy-waller”

“Form 990 instructions define a "member" as any person who, pursuant to a provision of the organization's governing documents or applicable state law, has the right to... "approve significant decisions of the governing body or to... "receive a share of the organization's profits or excess dues or a share of the organization's net assets upon the organization's dissolution". The corporation was founded by religious institutes of the roman catholic church. Those religious institutes of the roman catholic church that agree to accept the mission and vision of the organization and meet certain other requirements established by the board of stewardship trustees, and who are approved by a 2/3 vote of the board of stewardship trustees, have "participating congregation" rights and duties under the bylaws of the organization. Participating congregations have the right to approve substantial changes to the mission and philosophical direction of the organization, approve amendments to the articles and bylaws affecting any provision governing the qualifications, rights or responsibilities of the participating congregations, select and remove a person who represents that participating congregation in exercising its rights and duties, benefit from the distribution of assets upon the dissolution of the organization, participate in the ministries and advocacy efforts sponsored by the organization, encourage congregation members to serve on committees of the board of stewardship trustees and local levels where permitted and appropriate, attend national events of the organization, and participate through their representatives in meetings held at least once a year with specific organization staff and/or the board of stewardship trustees. (section 4.1.1 of the bylaws of commonspirit.)”

“Commonspirit, as an ecclesiastical endeavor, functions as a public juridic person under the name catholic health care federation ("chcf"). Chcf's reserved rights include the approval or removal of any members of the board of stewardship trustees.”

“Form 990 instructions indicate that an organization must answer "yes" if at any time during the organization's tax year, there were one or more persons who had the right to approve or ratify decisions of the organization's governing body such as approval of the governing body's decision to dissolve the organization. The corporation was founded by religious institutes of the roman catholic church. Those religious institutes of the roman catholic church that agree to accept the mission and vision of the organization and meet certain other requirements established by the board of stewardship trustees, and who are approved by a 2/3 vote of the board of stewardship trustees, have "participating congregation" rights and duties under the bylaws of the organization. Participating congregations have the right to approve substantial changes to the mission and philosophical direction of the organization, approve amendments to the articles and bylaws affecting any provision governing the qualifications, rights or responsibilities of the participating congregations, select and remove a person who represents that participating congregation in exercising its rights and duties, benefit from the distribution of assets upon the dissolution of the organization, participate in the ministries and advocacy efforts sponsored by the organization, encourage congregation members to serve on committees of the board of stewardship trustees and local levels where permitted and appropriate, attend national events of the organization, and participate through their representatives in meetings held at least once a year with specific organization staff and/or the board of stewardship trustees. (section 4.1.1 of the bylaws of commonspirit.) in addition to the participating congregations, catholic health care federation ("chcf"), commonspirit's supported organization retains certain approval rights with respect to commonspirit actions as follows: except as otherwise provided by law, the articles of incorporation, or the bylaws, chcf shall retain the following reserved rights with respect to certain actions and decisions to be taken by the board of stewardship trustees: - approval of the members of the board of stewardship trustees; - removal of any members of the board of stewardship trustees; - alienation, within the meaning of canon law, of property considered stable patrimony of chcf (stable patrimony owned by catholic organizations controlled by commonspirit); and - veto any changes or amendments to the statement of common values that are presented to chcf by the board of stewardship trustees, provided that chcf must exercise such veto within thirty (30) days of the date that the proposed changes or amendments are presented to chcf by the board of stewardship trustees. (section 3.1 of the bylaws of commonspirit.)”

“The organization's vice presidents of the controller's office, the tax directors and tax managers reviewed the final draft of the form 990 with the svp/finance and corporate controller, who reviewed the form 990 with the sevp/chief financial officer. The review included an explanation of each schedule of the form 990 and the pertinent information contained on each schedule. The vp and deputy general counsel, national services and business lines coe and the evp/chief compliance officer reviewed the conflict of interest schedules. The compensation schedules and disclosures were reviewed with the sevp/chief human resources officer and the human resources and compensation committee. The complete copy of the form 990 was provided to the entire board of directors before the return was filed.”

“The organization has a conflicts of interest ("coi") policy (the "policy") in place to protect the interests of 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. The policy was last updated during the tax year ended 6/30/2021. 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 - 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 of 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 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 an independent consultant 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.”

“Commonspirit's articles of incorporation are available on the colorado secretary of state website. Commonspirit's consolidated audited financial statements are available on the commonspirit website at www.commonspirit.org. Commonspirit's bylaws and conflict of interest policy are not publicly available.”

“Commonspirit has not formally adopted a written policy or written procedure regarding joint ventures. However, commonspirit'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.”

“Presenting complete names and titles of certain individuals from part vii. (1) kevin lofton, fache former chief executive officer (through 6/30/20) (3) marvin o'quinn president and chief operating officer (4) paul edgett, iii chief business lines officer (through 12/31/20) (5) patricia webb, fache sevp, chief administrative officer (through 12/31/20) (8) dean swindle, cpa former president of enterprise business lines (through 12/31/19) and cfo/treasurer (through 12/3/18) (9) daniel j morissette, cpa sevp, chief financial officer/treasurer (11) elizabeth i keith former evp/sponsorship/mission integration, philanthropy (through 12/31/19) (13) anthony jones system sevp, operations (through 1/3/21) (14) bruce swartz svp physician enterprise (through 11/30/20) (15) ketul patel svp operations and chief executive officer - pacific northwest division (16) cliff robertson, md svp operations and chief executive officer - midwest division (through 6/17/21) (17) t. Douglas lawson, phd svp operations and chief executive officer - texas division (18) lawrence schumacher svp operations and chief executive officer - southeast division (20) suja chandrasekaran sevp, chief information and digital officer (21) colleen scanlon, rn, jd evp, chief advocacy officer (through 6/30/20) (22) kathleen sanford, dba, rn, faan, fache evp, chief nursing officer (24) tammara wilcox system svp payer strategy & relationships (25) frederick meadors, md cardiovascular surgeon (southeast division) (27) frank bauer, md cardiothoracic surgeon (southeast division) (28) lisa gamshad (zuckerman) system svp treasury and strategic investments (30) jeffrey drop svp operations and chief executive officer - fargo division (through 1/2/21) (31) benjie m loanzon system svp finance and corporate controller (32) wendy dolyk vp chi senior living (through 11/22/20) (36) matthew brown system svp operations-ancillary services (37) robert weil, md former svp and chief medical officer (through 6/30/19) (38) joyce ross former svp communications/assistant secretary (through 3/31/19) (44) antoinette hardy-waller, mj, bsn, rn trustee (46) geraldine bednash, phd, rn, faan trustee”

“On 07/01/20, first initiatives insurance, ltd, a wholly owned offshore captive self-insurance vehicle, elected to be treated as a disregarded entity of commonspirit health ("commonspirit"). First initiatives insurance, ltd provides self-insurance and risk management to commonspirit and its affiliates and subsidiaries.”

“Commonspirit was formed by the alignment of catholic health initiatives (chi) and dignity health. Founded by women religious, both health systems have a long, proud legacy of serving all people in need, especially those who've been made vulnerable by poverty, age, and other hardships. Commonspirit is continuing these legacies by actively advocating for positive social change. At commonspirit, we strive to build more resilient communities, advocate for those who are poor and vulnerable, and innovate how and where healing can happen both inside our hospitals and out in our communities. Commonspirit is committed to a mission of serving all people, especially those who are vulnerable. As the nation's leading provider of medicaid services, commonspirit works to ensure those in need have access to quality care through a range of community health programs, research programs, virtual care services, and home health programs that address the root causes of poor health such as access to quality care, affordable housing, safe neighborhoods, and a healthy environment. Commonspirit owns and operates healthcare facilities in 21 states and is comprised of more than 1,500 care sites, consisting of 140 hospitals, including academic health centers, major teaching hospitals, and critical access facilities, community health services organizations, accredited nursing colleges, home health agencies, living communities, a medical foundation and other affiliated medical groups, and other facilities and services that span the inpatient and outpatient continuum of care. In fiscal year 2021, commonspirit, with its consolidated entities, provided more than $2.5 billion in financial assistance and community benefit for programs and services for the poor, free clinics, education and research. Financial assistance and community benefit totaled more than $5.1 billion with the inclusion of the unpaid costs of medicare. Commonspirit provides strategic planning and management services, as well as centralized services, to its divisions. The provision of centralized management and shared services, including areas such as accounting, legal, risk management, human resources, payroll and supply chain, provides economies of scale and purchasing power to the divisions. The cost savings achieved through commonspirit's centralization enables divisions to dedicate additional resources to high-quality health care and community outreach services to the most vulnerable members of our society. Commonspirit is a catholic healthcare system sponsored by the public juridic person, catholic health care federation. Commonspirit and substantially all of its direct affiliates and subsidiaries have been granted exemption from federal income tax as charitable organizations under section 501(c)(3) of the internal revenue code.”

“Consulting: program service expenses 1,554,284. Management and general expenses 15,387,017. Fundraising expenses 0. Total expenses 16,941,301. Contract labor: program service expenses 2,877. Management and general expenses 230,773. Fundraising expenses 0. Total expenses 233,650. Purchased services: program service expenses 15,728,496. Management and general expenses 25,172,218. Fundraising expenses 0. Total expenses 40,900,714. Revenue cycle services: program service expenses 517,737,973. Management and general expenses 0. Fundraising expenses 0. Total expenses 517,737,973. National food program services: program service expenses 66,599,760. Management and general expenses 0. Fundraising expenses 0. Total expenses 66,599,760.”

“Equity transfers to/from affiliates 18,187,358. Pension adjustment 531,689,108. Returned grants 420,893. Equity changes in unconsolidated orgs 32,321,930. Merger of all saints insurance company, spc, ltd. -323. Merger of dignity health trusts 81,960,444. First initiatives insurance ltd. Assets 153,701,595. Adjustment on sale of kentuckyone health 4,053,165.”

“Centralized transactions: transfers for journal entries recorded centrally at commonspirit to standardize contractual allowance methodology across all commonspirit affiliates and subsidiaries. Recorded centrally at year end and transferred to facilities in the following year.”