Christus St Michael Foundation

“Form 990, part vi, question 6 christus health ark-la-tex is the sole corporate member of christus st. Michael foundation.”

“Form 990, part vi, line 7a christus health ark-la-tex may appoint or remove directors of the corporation, including the president/executive director and chairperson of the board of directors.”

“Form 990, part vi, line 7b christus health ark-la-tex, as corporate member of christus st. Michael foundation, has the power to adopt, approve and interpret the philosophy, mission and vision of the corporation, as well as any changes thereto, and to receive an annual report from the chairperson of the board of directors in consultation with the president on the integration and implementation of the philosophy, mission, and vision; to adopt and approve any amendments, modification or restatements of the articles of incorporation or bylaws of the corporation; to appoint and remove the directors of the corporation, or the president/executive director; to appoint and remove the chairperson of the board of directors of the corporation; to approve the incurring or renewing of any indebtedness by the corporation; to initiate or approve the sale, lease, mortgage, transfer, or encumbrance of real property of the corporation; to approve any merger, consolidation, acquisition, liquidation or dissolution of the corporation; to approve the capital and operational budgets of the corporation and any financial review of the books and records of the corporation. The member has the power to require an audit or some lesser financial review of the books as deemed necessary by the member; to approve the strategic plans of the corporation; to approve any gift of property (other than cash, marketable securities, or bonds) to the corporation and the approval of any restrictions imposed as a condition of accepting such gift. The member from time to time may by appropriate resolutions adopted and approved by said member delegate additional actions to the board of directors of the corporation.”

“Form 990, part vi, line 11b the form 990 is prepared and reviewed by the christus health tax department. The christus health accounting department works with the tax department in preparation and review of the form 990. The filing organization's cfo, or other designee, reviews the form 990. The final form 990 that will be filed with the irs was reviewd prior to filing with the irs in the spring 2021 by the organization's president and secretary, based on a set of suggested review processes developed by christus health. At a board meeting subsequent to filing with the irs, the president and secretary will report to the full board on the form 990.”

“Form 990, part vi, line 12c at the end of each calendar year, the christus health corporate secretary distributes a conflict of interest questionnaire to all of the organization's board and committee members for completion prior to the 1st of january in the next year. The corporate secretary thoroughly reviews all completed and executed conflict of interest questionnaire forms to ensure accuracy and that no potential or identified conflict is disclosed or exists. The organization's board of directors is responsible for enforcement of the conflict of interest policy of the organization.”

“Form 990, part vi, lines 15a & 15b the executive compensation committee of christus health determines the compensation of the ceo (or executive director, as applicable), officers and key employees of christus health and certain other officers and key employees of related organizations, including the executive director of christus health foundation of southeast texas. The executive compensation committee is composed of individuals who have no conflict of interest with the compensation arrangements at hand. The executive compensation committee of the christus health board selects an independent external firm to perform an independent compensation review, to ensure that all compensation is reasonable and comparable to other similarly situated organizations, for similarly qualified persons in functionally comparable positions, and to provide supporting information of compensation decisions. On an annual basis the external consultant: 1. Develops the merit increase recommendations for all designated system executives based on market comparability. 2. Recommends the changes in the compensation structure (grades) based on the market changes. 3. Completes a review and evaluation of newly created positions to recommend a grade placement to the committee for its discussion and approval. On a bi-annual basis, the external consultant completes a detailed review of all other designated system executives' compensation and benefits. This group includes all top management officials, other officers and key leaders of the organization. The review includes recommendations to the committee on any changes necessary in either specific compensation or compensation structure to ensure market competitiveness, reasonableness and internal equity. Upon recommendations from the independent external firm, the executive compensation committee makes final compensation decisions. Additionally, the executive compensation committee reviews all compensation payments for excess benefit transactions. The discussion and decisions of the committee are documented and formalized in the committee minutes and maintained on record.”

“Form 990, part vi, line 18 christus health and most of its affiliated entities do not have forms 1023 because of their inclusion in the irs group ruling with the united states conference of catholic bishops, which covers the organizations listed in the annual official catholic directory. Christus health's website displays the irs group ruling and relevant annual official catholic directory pages of the organizations related to christus health. Forms 990 and 990-t are made available upon request.”

“Form 990, part vi, line 19 the consolidated audited financial statements of christus health are made available to the public via the christus health website. The organization's governing documents and conflict of interest policy are not made available to the public.”

“Form 990, part xi, line 9 intercompany equity adjustments ($4,900,003) change in restricted net assets ($6,656,846) restricted cash contributions ($777,376) release of restricted cash $6,433,156 ----------- total ($5,901,068)”