Mount Carmel Foundation

“The bylaws of Mount Carmel Foundation provide for an executive committee consisting of the officers of the corporation and the chairperson of each standing committee, as well as one member of the board appointed at-large. This committee shall have the power to transact all regular business of the board during the period between meetings of the board, subject to any prior limitations imposed by the board.”

“Many of the persons listed on Part VII have a "business relationship" with each other by virtue of employment for Via Christi Health, Inc. related entities.”

“The updates to the bylaws included changing the organization's fiscal year dates to run from July 1 June 30, eliminating appointed versus elected board members, more clearly defining the role of committees and officers, and clearly defining the roles of board members. Plus they added a requirement that states all expenditures over $250 must be reviewed by the board on a quarterly basis.”

“Mount Carmel Foundation has a single corporate member, Via Christi Hospital Pittsburg, Inc.”

“Mount Carmel Foundation has a single corporate member, Via Christi Hospital Pittsburg, Inc., who has the reserve power to approve the nominees and remove members of the board of trustees for Mount Carmel Foundation.”

“All decisions that have a material impact to Mount Carmel Foundation's financial information or corporation as a whole are subject to approval by its sole corporate member, Via Christi Hospital Pittsburg, Inc.”

“Management, including certain officers, work diligently to complete the Form 990 and attached schedules in a thorough manner. Prior to filing the return, all board members are provided the Form 990 and management team members are available to answer any board members' questions.”

“The organization's Conflict of Interest Policy is monitored/enforced as part of the system-wide procedures and not at the organizational level. The system-wide procedures are as follows: 1 - At time of appointment and annually thereafter, all interested persons, including board and committee members, complete a disclosure statement which addresses actual or potential conflicts of interest; 2 - The disclosure statement is done electronically and the return of the completed statement is a condition of continued appointment, employment, or participation with the organization; 3 - All actual or potential conflicts are reviewed, investigated, and resolved by the chief governance officer and the corporate responsibility officer, with the results shared with the chief executive of the organization; and 4 - Periodic reviews are conducted by governance, compliance, and internal audit to ensure the organization is operating consistently with the policy and enforcing the policy's terms.”

“Mount Carmel Foundation uses the policies established by Via Christi Health, Inc. (VCH). VCH has established a common philosophy, strategy, and processes for executive compensation. Through the oversight of the VCH Executive Compensation Committee, executive compensation is competitively positioned at its stated market position when compared to the compensation paid by relevant organizations (comparably-sized health systems, hospitals, and long-term care providers). VCH recognizes its responsibility to ensure that its executive compensation program is appropriate in view of its mission and tax-exempt status and that its compensation levels and expenditures are reasonable and not excessive. To ensure these ends, the VCH Executive Compensation Committee has established and approved the executive compensation philosophy for VCH and all related entities. It will also approve all changes in the compensation package for VCH executives in advance. On an annual basis, the Committee conducts a comprehensive review of total compensation for all executives. It also reviews and approves "off-cycle" compensation transactions as needed. In their review, the Committee considers the following factors: - Market data from independent compensation surveys and sources that reflect comparable positions in organizations of similar size and scope; - Difficulties in recruiting and retaining executives; - Skills, experience and performance history of individual executives; - Critical business or strategic issues that the organization may face; and - Market position for total compensation. The adequacy, competitiveness, and cost of the VCH total executive compensation program are reviewed on an ongoing basis and changes are made as the Committee determines appropriate. The executive compensation program will be maintained such that it will fall within the safe harbor guidelines established by the intermediate sanctions regulations. The Committee also employs the services of an independent compensation consultant to prepare market analysis to aid and support the committee's actions, provide documentation of market trends for budget setting purposes, review annual compensation changes to ensure "reasonableness" and provide attestation, and provide consultation on all executive compensation issues. The Committee also relies on third-party validation of performance measures used in the determination of compensation.”

“Mount Carmel Foundation's governing documents and Conflict of Interest Policy are available to the public upon request.”

“Transfer to VCHP for Reimbursement of Capital Expenditures -7,650.”