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 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. 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 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 (which includes 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). 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.”

“During the tax year ended 6/30/2021, 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.”