Cardinal Shehan Center

“Stella maris, inc. ("smi"), a 501(c)(3) corporation, is the sole member of the cardinal shehan center, incorporated ("cs").”

“As the sole member of cs, the board of directors of smi appoints all of the members of the cs board.”

“The board of directors of smi exercises authority over cs through its right to appoint the cs board members and has the right to approve the adoption and amendment of the cs corporate documents. In the event of dissolution, cs must obtain smi's approval of the distribution of the net assets of cs. Ultimately, the corporation is controlled by mhs's 30-person community board, which includes 20 independent directors as noted above.”

“Mercy health services, inc. ("mhs"), the ultimate parent of the health system of which the corporation is included, has a policy which requires the corporation's 990 to be made available for review by the mhs board and/or the mhs board executive committee prior to its filing. At its board meeting, mhs board executive committee members received a copy of the corporation's draft form 990. The mhs cfo provided a power point presentation regarding the draft and there was an opportunity for questions and discussion. Following further revision of the draft 990 and prior to its filing, it was made available in final form to all members of the mhs board and the corporation's board for their review. Any additional comments or questions from board members are responded to prior to filing the form 990.”

“Mhs has a written conflict of interest policy that covers mhs and all of its direct and indirect subsidiaries. The individuals covered under the policy include all trustees, directors, officers (including all senior and executive vice presidents) and members of any committee with board-delegated powers. Under the policy, each such person is required to complete an annual disclosure form regarding business relationships that he or she, or any family member, has with any organization that does business with mhs or its subsidiaries and relationships between and among officers, trustees and directors. The completed disclosure forms are reviewed by the mhs board chair and the mhs ceo or a designee. In addition to the annual disclosure, any person who is covered by the conflict of interest policy has an ongoing obligation to disclose the existence of any actual or potential conflict to the board or the board committee in which the matter arises. Following the disclosure, the person may make a presentation, but must then leave the meeting and the other members of the board or committee shall determine whether a conflict exists. Under the policy, a conflict of interest exists when an individual's own personal interest would, or may, interfere with his or her impartiality regarding the matter. If a conflict exists, the person may not be present during deliberations on the matter or vote on it. The board or committee, after conducting such additional due diligence as it determines is appropriate, shall make a decision on the matter based upon whether the particular proposal is fair, reasonable and in the best interest of the organization.”

“The organization does not have any paid employees. Additionally, the organization's top management official is compensated solely by a related organization. As a result, the organization has not, itself, undertaken a process to determine the compensation to be paid to any directors or officers of the organization. However, the organization's board has adopted a compensation policy (the "policy") for covered individuals. Pursuant to the policy, a compensation committee of independent directors of the board of the organization's ultimate parent corporation (mercy health services, inc.) was established to review the compensation of all employees specified as having a substantial influence over the organization and who receive remuneration from the organization. The compensation committee is advised by an independent compensation consultant, which opines to the compensation committee that the level of compensation paid and the process by which compensation is established meet applicable irs reasonableness and "safe harbor" standards. The outside compensation consultant provides data of compensation provided at similar organizations to ensure that the organization does not compensate in excess of market norms.”

“The governing documents of the organization, its conflicts of interest policy, and its financial statements are available from the organization upon request.”

“Five of the six board members of cardinal shehan are paid employees of a related organization, and therefore, are not independent for purposes of part vi, line 1. However, cardinal shehan is ultimately controlled by the parent corporation of the mercy health system (mercy health services, inc.) which is a section 501(c)(3) tax-exempt organization, and mhs is governed by a 31-person board of trustees, of which 26 are independent board members.”

“The process has not changed from the prior year.”