Saint Elizabeth Foundation

“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. 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.”

“During the tax year ended 6/30/2020, 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.”

“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.”

“Adjustment to balance sheet -83,387. Adjustment to endowment funds 45,184.”