Commonspirit Kansas Inc.

“Pursuant to section 8.6 of the bylaws of 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 catholic health initiatives, 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 catholic health initiatives (chi). 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 st. Catherine hospital *amendment of the corporate documents of st. Catherine hospital *approve members of the st. Catherine hospital board *removal of a member of the governing body of st. Catherine hospital *approval of issuance of debt by st. Catherine hospital *approval of participation of st. Catherine hospital in a joint venture *approval of formation of a new corporation by st. Catherine hospital *approval of a merger involving st. Catherine hospital *approval of the sale of all or substantially all of the assets of 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 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.”

“Once the return is prepared, the return is reviewed by the chief financial officer. The chief financial officer provides a copy of the return to st. Catherine hospital's board either at a board meeting or electronically. Subsequent to providing a copy of the return to the board, the tax department files the return with the appropriate federal and state agencies, making any non-substantive changes necessary to effect e-filing. Any such changes are not re-submitted to the board.”

“Each director must promptly and fully report to the board chair situations that may create a conflict of interest when he or she becomes aware of such situations. In the case of an officer, disclosure must be made to the corporation's president and chief executive officer who will report such disclosure to the board chair. In any situation where a director or officer is in doubt, full disclosure should be made so as to permit an impartial and objective determination. A written record of the disclosure will be made. In addition to the ongoing disclosure obligation, the organization shall annually send to all directors and officers a copy of this policy statement and the conflict of interest disclosure statement. The directors and officers must promptly complete, sign, and return the statement to the corporation's president and chief executive officer. The completed statements will be reviewed by the president and chief executive officer and the board chair. The board chair or designee shall make such further investigation of conflicts of interest disclosures as he or she may deem appropriate. If the conflict involves the board chair, the vice chair will assume the chair's role outlined in this policy. Based on review and evaluation of the relevant facts and circumstances, the board chair will make an initial determination as to whether a conflict of interest exists and whether, pursuant to this policy statement, review and approval or other action by the board of stewardship directors is required. A written record of the board chair's determination, including relevant facts and circumstances, will be made. The board chair shall then make an appropriate report to the executive committee of the board concerning such review, evaluation and determination. If there is a difference of opinion between the board chair and another director or officer as to whether the facts and circumstances of a given situation constitute a conflict of interest or whether board of directors reviews and approvals or other action is required within this policy statement, the matter shall be submitted to the board's executive committee, which shall make a final determination as to the matter presented. Such determination, including relevant facts and circumstances, will be reflected in the committee minutes and will be reported to the board of directors.”

“The organization's ceo's compensation is paid by catholic health initiatives (chi), a related organization. Chi has a defined compensation philosophy. Both the executive and non-executive compensation structures and ranges are reviewed annually in comparison to market data. Chi uses the hay group as the independent third party to assess executive compensation programs and to ensure the reasonableness of actual salaries and total compensation packages. Compensation of the senior most executives is reviewed annually. The hay group reviews both cash and total compensation for overall reasonableness, for adherence to chi's compensation philosophy, and for comparability to the not-for-profit healthcare market. This independent review is delivered by hay group to the hr committee of the chi board of stewardship trustees annually at their september meeting and minutes are shared with the full board at the december meeting. The last review was september 18, 2014. In addition, in december 2009, hay group completed a comprehensive review of all positions at the level of vice president and above to determine and validate appropriate compensation levels. These levels have been reviewed annually since and revised based on market data, where applicable.”

“The sub-committee annually reviews compensation amounts for officers and key employees of the hospital. Minutes are recorded at each sub-committee meetings, and the kansas hospital association's annual market survey is used as a basis for compensation comparability.”

“The organization's financial statements are included in catholic health initiatives' consolidated audited financial statements that are available at www.catholichealthint.org or at www.dacbond.com. The organization's governing documents are available upon request in the community relations department. The organization's conflict of interest policy is not publicly available.”

“The mission of the corporation is to nurture the healing ministry of the church, supported by education and research. Fidelity to the gospel urges the corporation to emphasize human dignity and social justice as it creates healthier communities. The corporation, sponsored by a lay-religious partnership, calls other catholic sponsors and systems to unite to ensure the future of catholic health care. To fulfill this mission, the corporation, as a values-based organization, will assure the integrity of the ministry in both current and developing organizations and activities; research and develop new ministries that integrate health, education, pastoral, and social services; promote leadership development and formation for ministry throughout the entire organization; advocate for systemic changes with specific concern for persons who are poor, alienated, and underserved; and steward resources by general oversight of the entire organization.”

“Other fees for services - total expense: 16604204, program service expense: 15773994, management and general expenses: 830210, fundraising expenses: ;”

“Sch bank of the west adjustment - 12165;”