St Catherine Hospital

“Pursuant to section 8.6 of the bylaws of commonspirit kansas, inc. F/k/a st. Catherine hospital, the executive committee is composed of the board chair, the board vice chair, the president and ceo, each of whom shall serve as an ex officio voting member of the executive committee, and those members who are appointed by the board. Each individual appointed to the executive committee shall serve for a term of one year or until his or her successor is duly appointed by the board of directors. The executive committee shall consist of only directors of the corporation. Pursuant to section 8.1 of the corporation's bylaws, committees, such as the executive committee, that are granted the authority to act on behalf of the board of directors may include only directors of the corporation. Further, pursuant to section 8.6 of the corporation's bylaws, the executive committee has and may exercise such powers as may be delegated to it by the board of directors. The executive committee also possesses the power to transact routine business of the corporation in the interim period between regularly scheduled meetings of the board of directors.”

“The sole member of the organization is commonspirit health, a colorado nonprofit corporation.”

“According to the organization's bylaws, directors shall be appointed or refused by the corporate member. The corporate member may appoint one or more individuals to the board of directors, and may at any time remove, with or without cause, any member of the board of directors. According to the organization's bylaws, directors of the corporation shall be appointed by the corporate member no later than june 30 of each year. The names and qualifications of each individual accepted by the board of directors shall be submitted to the corporate member, who shall appoint or refuse each nominee in accordance with the corporate member's bylaws and with endorsement of the senior vice president of operations. The corporate member may unilaterally appoint one or more individuals to the board of directors should the board fail to furnish the corporate member with a list of individuals qualified to serve on the board of directors of the corporation.”

“The organization's corporate member is commonspirit health (csh). Pursuant to section 5.4 of the organization's bylaws, the corporate member shall have the specific rights set forth in the governance matrix. Pursuant to the governance matrix the following rights are reserved to the chi board directly or through powers delegated to the chi chief executive officer: -substantial change in the mission or philosophy of commonspirit kansas, inc. F/k/a st. Catherine hospital -amendment of the corporate documents of commonspirit kansas, inc. F/k/a st. Catherine hospital -approve members of the commonspirit kansas, inc. F/k/a st. Catherine hospital -removal of a member of the governing body of commonspirit kansas, inc. F/k/a st. Catherine hospital -approval of issuance of debt by commonspirit kansas, inc. F/k/a st. Catherine hospital -approval of participation of commonspirit kansas, inc. F/k/a st. Catherine hospital in a joint venture -approval of formation of a new corporation by commonspirit kansas, inc. F/k/a st. Catherine hospital -approval of a merger involving commonspirit kansas, inc. F/k/a st. Catherine hospital -approval of the sale of all or substantially all of the assets of commonspirit kansas, inc. F/k/a st. Catherine hospital -to require the transfer of assets by the st. Catherine hospital to chi to accomplish chi's goals and objectives, and to satisfy chi debts -adoption of long range and strategic plans for commonspirit kansas, inc. F/k/a st. Catherine hospital. Pursuant to the organization's bylaws, chi may, in exercise of its approval powers, grant or withhold approval in whole or in part, or may, in its complete discretion, after consultation with the board and the president and chief executive officer of the organization, recommend such other or different actions as it deems appropriate.”

“A draft of the form 990 is reviewed by management and made available to the top financial official for consideration and review prior to filing with the irs.”

“The organization has adopted the coi policy of commonspirit mountain region (fka centura health corporation). The policy reads as follows: 1. Conflict of interest policy 1.1 consistent with commonspirit mountain region's integrity standards, it is policy that each board of trustee member, corporate officer, and key employee act at all times in a manner that is consistent with commonspirit mountain region's mission and values based service to the community and exercise care that he or she does not have any personal interest which might conflict with or appear to conflict with the interest of commonspirit mountain region or which might influence their judgment or actions in performing their duties. 1.1.1 in connection with an actual or possible transaction or arrangement involving commonspirit mountain region, any board member, corporate officer, or key employee who has a direct or indirect financial interest must disclose and be given the opportunity to share all material facts with the board considering the proposed transaction or arrangement. 1.1.2 board members, corporate officers, and key employees are also required to disclose any possible conflicts on an annual basis through the conflict of interest questionnaire. 2. Procedure for disclosing and reviewing transaction or arrangement conflict of interests: 2.1 board members, corporate officers, and key employees that have a financial interest in any actual or possible transaction involving commonspirit mountain region are required to disclose the financial interest. 2.1.1 in order to determine if a conflict of interest exists, the individual who is considered to have a financial interest may make a presentation at the board or board committee meeting. After such presentation, the individual shall leave the meeting for discussion and a vote on the issue. 2.1.2 after exercising due dillegence, the board or board committee shall determine whether commonspirit mountain region can obtain a more advantageous transaction with reasonable efforts from another person or entity. If a more advantageous transaction is not reasonably attainable, the board or board committee shall determine by a majority vote of the disinterested members whether the transaction is in commonspirit mountain region's best interest and is fair. 3. Procedure for disclosing and reviewing other conflict of interests: 3.1 board members, corporate officers, and key employees shall also disclose in advance to commonspirit mountain region leaders any non-transactional actions or relationships that have the potential to create a conflict of interest. 3.1.1 the board or board committee shall carefully review and scrutinize any conflict of interest. By a majority vote of the disinterested members, the board shall take whatever action is deemed appropriate with respect to the board member, corporate officer, or key employee under the circumstances, including possible corrective action, in order to best protect the interests of commonspirit mountain region. 3.1.2 on an annual basis, board members, corporate officers, and key employees will also be sent an email requesting they complete the board member and corporate officer conflict of interest questionnaire by the specified due date in the email. 3.1.3 the corporate responsibility department shall notify the chairperson of the board of any potential conflicts and the chairperson, or designee, shall perform further investigation as he or she deems appropriate. 4. Record of proceedings: 4.1 the minutes of the board and board committee shall contain: 4.1.1 the names of persons who disclosed or otherwise were found to have a financial interest and the nature of the financial interest. 4.1.2 the names of persons who were present for discussions and votes relating to any financial interest, the content of the discussion, including any alternatives, and a record of the board or board committee decision. 5. Violations of the conflicts of interest policy: 5.1 if the board or boa”

“Compensation for the organization's officers and key employees is paid by commonspirit mountain region. Commonspirit mountain region engaged external consultants to provide market-based compensation studies to make recommendations to the filing organization's compensation committee regarding the compensation of the filing organization's officers and key employees. The compensation committee is appointed by the board of trustees. The board of trustees may remove at any time, with or without cause, any member of the compensation committee; provided the filing organization's sole member, commonspirit health shall have exclusive authority to appoint or remove, with or without cause, any member it or they appoint to the compensation committee. The consultant's recommendations are presented to and deliberated by the compensation committee. The compensation committee relies upon all available comparable compensation data in finalizing its decision concerning compensation for its senior executive positions. The compensation committee deliberations and decisions are documented appropriately. The filing organization's human resources department performs an annual analysis of the market to determine compensation ranges for the remainder of the filing organization's executives which are reviewed and approved by the filing organization's senior leadership.”

“The organization's financial statements, conflict of interest policy and governing documents are available to the public upon request. The organization's financial statements are included in commonspirit health's consolidated audited financial statements that are available at www.commonspirit.org”

“Https://www.mountain.commonspirit.org/location/st-catherine-hospital-gar den-city”

“Payments to vendors for entities that are part of commonspirit mountain region are made by commonspirit mountain region. Therefore, no forms 1099 are issued by commonspirit kansas, inc. F/k/a st. Catherine hospital. Commonspirit mountain region files the forms 1099 and complies with the backup withholding rules for reportable payments to vendors and game winnings. The forms 1099 issued on behalf of commonspirit kansas, inc. F/k/a st. Catherine hospital are reported to the irs.”

“Other fees: program service expenses 671,532. Management and general expenses 345,941. Fundraising expenses 0. Total expenses 1,017,473. Consulting: program service expenses 22,128,285. Management and general expenses 11,399,420. Fundraising expenses 0. Total expenses 33,527,705. Contract services: program service expenses 4,118,742. Management and general expenses 2,121,776. Fundraising expenses 0. Total expenses 6,240,518. Contract labor: program service expenses 4,316,122. Management and general expenses 2,223,457. Fundraising expenses 0. Total expenses 6,539,579. Purchased services: program service expenses 3,228,442. Management and general expenses 1,663,136. Fundraising expenses 0. Total expenses 4,891,578.”