Saint Elizabeth Foundation

“During the tax year ended 6/30/2019, no officers, directors or trustees received compensation from the organization. Any executive compensation paid to officers, directors or trustees by related organizations was set by the related organization's compensation committee utilizing both an independent consultant and comparability studies to determine compensation. Therefore, these questions are more appropriately answered as n/a, but have been answered "no" in accordance with the form 990 instructions.”

“b) If it is determined that a potential or actual conflict may exist, I. In the case of board or committee members or officers, issues are elevated to the executive committee of the board or board chair. II. In the case of other persons, conflicts issues are elevated to the conflicts of interest review committee ("C-CIRC"). C. Conflicts determination and management: 1. Matters elevated to C-CIRC: a) The C-CIRC determines whether a disclosed or otherwise identified interest is a conflict of interest. If the C-CIRC determines that a COI exists, and adequate controls are not in place to mitigate the conflict, the C-CIRC facilitates development of a COI management plan designed to mitigate the conflict. Designated entity staff are responsible for monitoring the COI management plan and for documenting monitoring activities. 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. b) Appeal - if a person does not agree with a determination made by the C-CIRC, its interpretation of the COI policy, still seeks an exemption or exception, or seeks further clarification of the C-CIRC 's decision, the individual may appeal the decision through his or her manager for reconsideration by the C-CIRC, and the C-CIRC will review and issue a final determination based upon any new or additional information presented. 2. Matters elevated to the executive committee or board chair: a) Determination of existence of conflict - the board chair or his or her designee performs any 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 assumes the chair's role outlined in the COI policy. Based on review and evaluation of the relevant facts and circumstances, the board chair makes an initial determination as to whether a conflict of interest exists and whether, pursuant to the COI policy, review and approval or other action by the board is required. A written record of the board chair's determination, including relevant facts and circumstances, is made. The board chair then makes an appropriate report to the executive committee of the board concerning the COI review, evaluation and determination. If a difference of opinion exists between the board chair and another trustee as to whether the facts and circumstances of a given situation constitute a conflict of interest or whether board review and approval or other action is required under the COI policy, the matter is submitted to the board's executive committee, which makes a final determination as to the matter presented. That determination, including relevant facts and circumstances, is reflected in the executive committee minutes and is reported to the board. b) Board evaluation of transactions involving an officer / board member conflict of interest - I. The board carefully scrutinizes and must in good faith approve or disapprove any transaction in which CHI or a CHI entity is a party and in which the trustee or a corporate officer either: 1. Has a material financial interest; or 2. Is a trustee or corporate officer of the other party (other than a CHI affiliated organization). II. The board must approve the transaction by a majority of the trustees on the board (not counting any interested trustee). In reviewing such transactions between CHI or CHI entities and vendors or other contractors who are, or are affiliated with, trustees or corporate officers, the board acts no more or less favorably than it would in reviewing transactions with unrelated third parties. The transaction is not approved unless the board determines that the transaction is fair to CHI or the CHI entity. III. A conflicted trustee or corporate officer is not permitted to use his or her personal influence with respect to the approval or disapproval of the confli”

“PURSUANT TO SECTION 8.6 OF THE BYLAWS OF SAINT ELIZABETH FOUNDATION, THE EXECUTIVE COMMITTEE CONSISTS ONLY OF DIRECTORS OF THE CORPORATION AND IS COMPOSED OF THE CHAIRPERSON OF THE BOARD, THE VICE CHAIRPERSON OF THE BOARD, THE PRESIDENT AND CHIEF EXECUTIVE OFFICER, THE VICE PRESIDENT, THE SECRETARY, THE TREASURER, AND THE CHIEF DEVELOPMENT OFFICER, EACH OF WHOM SERVES AS AN EX OFFICIO VOTING MEMBER OF THE EXECUTIVE COMMITTEE. EACH INDIVIDAL APPOINTED TO THE EXECUTIVE COMMITTEE SHALL SERVE FOR A TERM OF ONE (1) YEAR OR UNTIL HIS OR HER SUCCESSOR IS DULY APPOINTED BY THE BOARD OF DIRECTORS. aNY VACANCY OF AN APPOINTED eXECUTIVE cOMMITTEE MEMBERSHIP MAY BE FILLED FOR THE UNEXPIRED PORTION OF THE TERM IN THE MANNER THAT THE ORIGINAL COMMITTEE MEMBER WAS APPOINTED. EXCEPT AS PROVIDED BY LAW, THE EXECUTIVE COMMITTEE HAS AND MAY EXERCISE SUCH POWERS AS MAY BE DELEGATED TO IT BY THE BOARD OF DIRECTORS. ALL ACTIONS TAKEN BY THE EXECUTIVE COMMITTEE ARE PROMPTLY REPORTED TO THE BOARD OF DIRECTORS AT THE NEXT REGULAR OR ANNUAL MEETING OF THE BOARD OF DIRECTORS. THE EXECUTIVE COMMITTEE SHALL MEET AT SUCH TIMES AS SHALL BE DETERMINED BY THE CHAIRPERSON. THE EXECUTIVE COMMITTEE KEEPS REGULAR MINUTES OF ITS PROCEEDINGS AND REPORTS THE SAME TO THE BOARD OF DIRECTORS AT EACH REGULAR MEETING OF THE BOARD.”

“Per Section 5.1 of the bylaws, THE SOLE MEMBER OF THE ORGANIZATION IS SAINT ELIZABETH Regional Medical Center, A NEBRASKA NONPROFIT CORPORATION.”

“The sole member of the organization has the power to appoint, replace, or remove the members of the board of directors.”

“THE ORGANIZATION'S CORPORATE MEMBER IS SAINT ELIZABETH REGIONAL MEDICAL CENTER. PURSUANT TO SECTION 5 OF THE ORGANIZATION'S BYLAWS, BOTH SAINT ELIZABETH REGIONAL MEDICAL CENTER AND COMMONSPIRIT HEALTH (SAINT ELIZABETH REGIONAL MEDICAL CENTER'S SOLE CORPORATE MEMBER) HAVE RESERVED POWERS AS OUTLINED IN THE COMMONSPIRIT HEALTH GOVERNANCE MATRIX. PURSUANT TO THE GOVERNANCE MATRIX THE FOLLOWING RIGHTS ARE HELD BY THE SAINT ELIZABETH REGIONAL MEDICAL CENTER'S BOARD of directors: *APPROVE MEMBERS OF THE SAINT ELIZABETH FOUNDATION BOARD; *AMENDMENT OF THE CORPORATE DOCUMENTS OF SAINT ELIZABETH FOUNDATION; *APPROVE REMOVAL OF A MEMBER OF THE GOVERNING BODY OF SAINT ELIZABETH FOUNDATION; *ADOPTION OF LONG RANGE AND STRATEGIC PLANS FOR SAINT ELIZABETH FOUNDATION. THE FOLLOWING RIGHTS ARE RESERVED TO THE COMMONSPIRIT HEALTH BOARD of directors DIRECTLY OR THROUGH POWERS DELEGATED TO THE COMMONSPIRIT HEALTH CHIEF EXECUTIVE OFFICER: *SUBSTANTIAL CHANGE IN THE MISSION OR PHILOSOPHY OF SAINT ELIZABETH FOUNDATION; *REMOVAL OF A MEMBER OF THE GOVERNING BODY OF SAINT ELIZABETH FOUNDATION; *APPROVAL OF ISSUANCE OF DEBT BY SAINT ELIZABETH FOUNDATION; *APPROVAL OF PARTICIPATION OF SAINT ELIZABETH FOUNDATION IN A JOINT VENTURE; *APPROVAL OF FORMATION OF A NEW CORPORATION BY SAINT ELIZABETH FOUNDATION; *APPROVAL OF A MERGER INVOLVING SAINT ELIZABETH FOUNDATION; *APPROVAL OF THE SALE OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF SAINT ELIZABETH FOUNDATION; *TO REQUIRE THE TRANSFER OF ASSETS BY SAINT ELIZABETH FOUNDATION TO COMMONSPIRIT HEALTH TO ACCOMPLISH COMMONSPIRIT HEALTH'S GOALS AND OBJECTIVES, AND TO SATISFY COMMONSPIRIT HEALTH DEBTS. PURSUANT TO SECTION 5 OF THE ORGANIZATION'S BYLAWS, SAINT ELIZABETH REGIONAL MEDICAL CENTER 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. Through February 7, 2019, conflicts were administered solely through Catholic Health Initiatives' ("CHI") Governance Policy No. 1 (described below). On February 8, 2019, in connection with the alignment of the Catholic Health Ministries of CHI and Dignity Health, the CommonSpirit Health Board of Stewardship Trustees approved CommonSpirit Health Corporate Responsibility Policy No. G-001, a CommonSpirit Health conflicts of interest policy. This policy stipulates that, at minimum, the pre-closing CHI COI policies and pre-closing Dignity Health COI policies identify the individuals that are covered under the new policy. In addition, subject to certain exceptions, pre-closing CHI COI policies shall continue to apply to the CHI entities and the individuals who were subject to the Pre-Closing CHI COI policies; and the Pre-Closing Dignity Health COI policies shall continue to apply to the Dignity Health entities and the individuals who were subject to the Pre-Closing Dignity Health COI policies. Until CommonSpirit Health adopts a single process for identifying and managing conflicts of interest for all system entities, the following individuals shall be subject to the Pre-Closing CHI COI policies from and after the effective date of Corporate Responsibility Policy No. G-001: 1. Members of the CommonSpirit Health Board of Stewardship Trustees and members of the committees of the Board of Stewardship Trustees; 2. Corporate officers of CommonSpirit Health; 3. Members of the Board of Directors of Dignity Health and members of the committees of the Board of Directors of Dignity Health. CHI Governance Policy No. 1: The policy applies to the following persons: members of the CHI board of stewardship trustees and its committees; members of any CHI direct affiliate or subsidiary (each a CHI entity) board and their committees; employees of CHI entities, and all CHI researchers (as defined in the policy). Disclosure, review and management of perceived, potential or actual conflicts of interest are accomplished through a defined COI disclosure review process. A. Disclosure obligations: 1. Ongoing: Each person is required to promptly and fully disclose to his/her direct manager, supervisor, medical staff office, board or board committee chair any situation or circumstance that may create a conflict of interest. The person must disclose the actual or potential conflict as soon as she/he becomes aware of it. In any situation in which the person is in doubt it is expected that full disclosure be made to permit an impartial and objective determination as to the existence of a conflict. 2. Periodic written: In addition to the ongoing disclosure obligation, periodic written conflict of interest disclosure forms must be completed as follows: a) Initially: 1) Upon hiring (employees), 2) Appointment (board / committee members), 3) Upon consideration of affiliation with research sponsor (researchers). b) Annually: 1) Board / committee members, 2) Employees at the level vice president or above, 3) Researchers, 4) Supply chain employees at the level of vice president and above and those employees involved in contracting regardless of employment level, 5) Other employees as determined by CommonSpirit Health leadership. 3. Failure to disclose - an individual who fails to disclose a perceived, potential, or actual conflict of interest, or all material facts surrounding an actual or potential conflict or fails to abide by the final decision regarding the conflict may be subject to disciplinary or corrective actions such as termination of employment, removal from a board or committee, loss or restriction of clinical privileges, or restrictions on research activities in accordance with applicable laws, regulations, rules, contracts, and bylaws. B. Conflicts review: 1. No disclosed conflicts: In the absence of perceived, potential or actua”

“THE ORGANIZATION'S GOVERNING DOCUMENTS ARE AVAILABLE ON THE NEBRASKA SECRETARY OF STATE WEBSITE. THE CONFLICT OF INTEREST POLICY IS AVAILABLE UPON REQUEST. SAINT ELIZABETH FOUNDATION'S FINANCIAL STATEMENTS ARE INCLUDED IN CommonSpirit Health's consolidated audited financial statements that are available at www.commonspirit.org or www.catholichealthinitiatives.org.”

“Adjustment to Endowment Funds - 245392; Adjustment to Balance Sheet - 21452;”