Southeasthealth System

“The filing organization has a sole corporate member, mercy health east communities.”

“The sole corporate member has the authority to: -appoint and remove members of the board of the corporation (as provided in section 5.2 and section 5.10 of the bylaws) and any affiliate of the corporation; and -appoint and remove the president of the corporation and any affiliate of the corporation.”

“The following governance decisions are reserved to the sole corporate member: -revisions to the mission, philosophy, vision and operating values pursuant to which the corporation operates; -subject to article xii, any amendments to the articles of incorporation and these bylaws and any amendments to the corporate documents of any affiliate of the corporation; -adoption of the strategic plan, goals, and objectives of the corporation and any affiliate of the corporation; -adoption of the operating, capital, construction and all other budgets for the corporation and any affiliate of the corporation; -assignment, transfer, sale or lease of any of the assets of the corporation or any affiliate of the corporation in excess of an amount established from time to time by the corporate member; -incurrence of debt by the corporation or any affiliate of the corporation (other than debt incurred for the acquisition of goods that are acquired in the ordinary course of business) and to grant any security interests, place any encumbrances, enter into any covenants, and execute any documents and take any actions necessary or appropriate in connection with the incurrence of such debt; -any action which may be required to cause mercy health or the corporation to comply with the terms and conditions of the master trust indenture dated as of november 15, 1995 between sisters of mercy health system, st. Louis, inc. And mercantile bank of st. Louis national association (and their respective successors and assigns) and any prior or subsequent supplements, amendments, replacements, restatements or successor indentures thereto; -adoption of a plan of merger, consolidation or dissolution of the corporation or any affiliate of the corporation; -lease, management or purchase of, or affiliation with, another hospital or hospital system, or health care facility or health care system by the corporation or any affiliate of the corporation; -expenditures not authorized by, or included within budgets approved by, the corporate member which are in excess of an amount established from time to time by the corporate member. -entering into any contract not included within budgets approved by, or within guidelines established from time to time by, the corporate member. -the creation, ownership or acquisition of, or affiliation with, any other organization controlled directly or indirectly by the corporation; and -oversee, approve and monitor human resource programs, which shall promote an organizational environment that: -provides for the recruitment and retention of co-workers who are service orientated, compassionate, engaged, and who find meaning and purpose in working in a faith-based organization; -enables people to relate to one another with respect and acceptance in a spirit of community; -promotes co-worker participation and voice in their work lives; -gives co-workers a fair opportunity to develop their skills and talents, and a means by which their contributions are recognized; -provides co-workers with the materials and equipment to properly do their work and -ensures co-worker safety and well-being.”

“Describe the process used by management &/or governing body to review 990 the form 990 is prepared by mercy health's tax department, using information provided by the filing organization. A draft form 990 is reviewed by the filing organization's finance team, including the director of finance and the chief financial officer. The draft form 990 is also reviewed by mercy health's tax department and an independent accounting firm, to ensure accuracy and consistency with other related organizations' forms 990. After questions arising from the various reviews are addressed and incorporated into the form 990, a revised draft is provided to the filing organization's leadership team, including the cfo and ceo, for review. Once reviewed and approved by the filing organization's leadership team, the form 990 is provided to the board of directors for review; it is then signed and filed with the irs.”

“Officers, directors, key employees and other disqualified persons are required to complete a conflict of interest questionnaire annually and did so in the normal course for the year ended june 30, 2024. This process is administered at the mercy health level by mercy's corporate compliance department. The conflicts and their respective resolutions are shared at the mercy level with a team including mercy's senior vice president of financial operations & planning, chief compliance officer and other members of finance, legal and hr. The questionnaires are then reviewed with leadership at the local level and potential conflicts discussed and resolved. Summary results are reviewed with mercy's stewardship committee of the board of directors.”

“Data from two organizations (mo hospital association and another independent agency) are used for comparison. Recommendations are made from that information to the board of trustees, who then determine the compensation for the ceo. The board completes this review annually. The ceo and vice presidents determine compensation for applicable key employees and other officers. Human resources compiles external data for comparable amounts to confirm rates are adequate.”

“Governing documents, conflict of interest policy, and financial statements are made available upon request but are not published publicly.”

“Form 1099/1096 filing vendors for the filing organization are paid by southeast hospital (ein 43-0654874). Required form 1099 and form 1096 reporting is made (with limited exceptions) under the southeast hospital ein.”

“W-3 filing most employees are paid by a related organization under a common paymaster arrangement. As such, required payroll filing (including w-2 and w-3's) is reported under the related organization, mhm support services, ein 20-2553101.”

“Audit of financial statements the filing organization's financial statements were included in mercy health and subsidiaries annual financial statement audit. Mercy health and subsidiaries received an unqualified opinion from the external auditors for fiscal 2024 (the tax year currently being reported). However, no separate audit opinion was issued on the financial statements of the filing organization. The ultimate responsibility for oversight of the financial statement audit and selection of the external auditor lies with the stewardship committee of the mercy health board of directors. Audit results are communicated to this committee.”

“Single audit act and 2 cfr 200 audit mercy health undergoes a consolidated 2 cfr 200 audit every year and this audit was completed for the fiscal year ending june 30, 2024 by december 13, 2024. Each entity that receives federal funds during the year is included on the schedule of expenditures of federal awards (sefa) and is also included in the population included in the audit. If the filing entity received federal funds during the year ended june 30, 2024, it will be included on the mercy health consolidated sefa, and therefore, also included in the population included in the audit.”