Commonspirit Kansas Inc.

“The chief executive officer and chief financial officer of st. Catherine hospital are compensated by centura health corporation, an unrelated tax-exempt organization, who manages the daily activities of the hospital under a joint operating agreement between the advent healthcare system and commonpsirit health. Outside consultants are engaged to provide recommendations to centura's compensation committee regarding the compensation of facility ceo's and centura executives, such as the cfo. The consultant's recommendations are then presented to and approved by the compensation committee. Centura's human resources department performs an annual analysis of the market to determine compensation ranges for the remainder of centura executives which are reviewed and approved by centura's senior leadership.”

“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 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 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.”

“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.”

“Centura health corporation ("chc") manages the daily activities of the organization under a joint operating agreement between the advent healthcare system and commonspirit health. The organization has adopted the coi policy of chc. The policy reads as follows: 1. Conflict of interest policy 1.1 consistent with centura 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 centura'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 centura 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 centura, 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 centura 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 centura 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 centura'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 centura 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 centura. 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 board committee has reasonable cause to believe that an individual has f”

“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”

“Misc revenue - Total Revenue: 2403266, Related or Exempt Function Revenue: 2403266, Unrelated Business Revenue: , Revenue Excluded from Tax Under Sections 512, 513, or 514: ;”

“Centura Health Corporation, an unrelated tax exempt organization is the common paymaster for St. Catherine Hospital therefore, all vendors, including independent contractors, are paid and reported by Centura Health Corporation on behalf of these named entities.”

“Purchased Services - Total Expense: 10276308, Program Service Expense: 8940388, Management and General Expenses: 1335920, Fundraising Expenses: ; Other Consulting Services - Total Expense: 327410, Program Service Expense: 294669, Management and General Expenses: 32741, Fundraising Expenses: ; Corporate Shared Services fee - Total Expense: 9566640, Program Service Expense: , Management and General Expenses: 9566640, Fundraising Expenses: ; Lab Purchase Services - Total Expense: 2600003, Program Service Expense: 2600003, Management and General Expenses: , Fundraising Expenses: ; Contract Labor - Total Expense: 5765004, Program Service Expense: 5765004, Management and General Expenses: , Fundraising Expenses: ;”

“Transfers to affiliates - 30880; equity changes on unconsolidated orgs - 25306713;”