St Joseph Physician Enterprise Inc

“The organization's top management official'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 14, 2015. In addition, Hay Group completed a comprehensive review of all positions at the level of vice president and above in the fall of 2014 to determine and validate appropriate compensation levels. These levels have been reviewed annually since and revised based on market data, where applicable.”

“During the tax year ended 6/30/2015, no officers, directors or trustees received compensation from the organization. Any executive compensation paid to officers, directors or trustees by related organizations was set by the related organization's compensation committee utilizing both an independent consultant and comparability studies to determine compensation. Therefore, these questions are more appropriately answered as N/A.”

“St. Joseph Physician Enterprise was previously organized and at all times operated exclusively for the benefit of, to perform the functions of, and to carry out the purposes of Catholic Health Initiatives ("CHI") (47-0617373), a publicly supported charity pursuant to IRC 509(a)(2). Specifically, it was a supporting organization of CHI. During the year, however, CHI changed its public charity status to a supporting organization pursuant to IRC 509(a)(3). If St. Joseph Physician Enterprise continued to support CHI as a supporting organization, it would not qualify itself as a supporting organization. Thus, in anticipation of, and in conjunction with, the change of its supported organization's (CHI's) public charity status, St. Joseph Physician Enterprise amended its organizing documents to reflect its support for a class of organizations, whose purposes are similar to, but no broader than its former supported organization (CHI).”

“According to the bylaws of st joseph physician enterprise, inc., the entity's sole member is catholic health initiatives, a colorado nonprofit corporation.”

“The organization's corporate member has the power to appoint, remove or replace the members of the board of directors. According to the organization's bylaws, the Sole Member shall fill all vacancies on the Board of Trustees created by removal, resignation, or death; provided however, that following such action, no more than forty nine percent of total members of the Board of Trustees shall be comprised of the CEO of the Corporation and the Physician Members.”

“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. Joseph Physician Enterprise, Inc. * Amendment of the corporate documents of St. Joseph Physician Enterprise, Inc. * Approve members of the St. Joseph Physician Enterprise, Inc. board * Removal of a member of the governing body of St. Joseph Physician Enterprise, Inc. * Approval of issuance of debt by St. Joseph Physician Enterprise, Inc. * Approval of participation of St. Joseph Physician Enterprise, Inc. in a joint venture * Approval of formation of a new corporation by St. Joseph Physician Enterprise, Inc. * Approval of a merger involving St. Joseph Physician Enterprise, Inc. * Approval of the sale of all or substantially all of the assets of St. Joseph Physician Enterprise, Inc. * To require the transfer of assets by the St. Joseph Physician Enterprise, Inc. to CHI to accomplish CHI's goals and objectives, and to satisfy CHI debts. * Adoption of long range and strategic plans for St. Joseph Physician Enterprise, Inc. Pursuant to Section 5.5.2 of 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.”

“The CHI tax department prepares and reviews the tax return.”

“Catholic Health Initiatives ("CHI") has a Conflicts of Interest ("COI") policy in place to maintain the integrity of all of its activities. The policy applies to CHI Board of Stewardship Trustees and members of its committees; all board and board committee members of CHI Entities; all CHI employees; all CHI physicians (both employed and non-employed) and all physician administrators and leaders; advanced practice clinicians (both employed and non-employed); and all CHI research personnel (both employed and non-employed). Disclosure, review and management of perceived, potential or actual conflicts of interest are accomplished through a defined COI disclosure process. Each person has a general ongoing obligation to promptly and fully report to his/her direct manager, supervisor, medical staff office, board or board committee chair any situation or circumstance that may create a conflict of interest. The person must report the actual or potential conflict as soon as she/he becomes aware of it. In any situation where the person may be in doubt, a full disclosure should be made to permit an impartial and objective determination. In addition to the general ongoing obligation, there are initial disclosure obligations. The board, board committee members, and new employees are required to make disclosures at the time of their initial hiring/appointment. All non-employed, credentialed or contracted physicians are required to make disclosures at the time of their credentialing and during any subsequent reappointment or recredentialing. All researchers are required to make disclosures upon consideration of affiliation with a research sponsor. In addition to the general ongoing and initial disclosure obligations, there is an annual disclosure obligation. All corporate officers, board and board committee members, employees at the level of manager and above, researchers, supply chain employees, employed physicians, physician administrators and leaders, and employed advanced practice clinicians must complete a new conflict of interest disclosure annually. Disclosures of perceived, potential or actual conflicts involving financial interests are forwarded to the Conflicts of Interest Review Committee ("C-CIRC") or Legal Services Group for review depending on the position of the person involved. The C-CIRC reviews COI questionnaires containing disclosures of perceived or possible conflicts for employees at a level of manager or above, supply chain employees, researchers and physicians, physician administrators and leaders, and advanced practice clinicians (both employed and non-employed). In the determination of a conflict, a COI management plan will be developed for that person. With respect to those audiences for which the C-CIRC has review responsibility, the C-CIRC will facilitate development of any such conflict of interest management plan in collaboration with local CRP staff. A designated CHI Entity staff will be responsible for monitoring the COI management plan and for documenting monitoring activities. At its sole discretion, a CHI Entity may reject a Person's request to enter into the relationship in question, or require the relationship be sufficiently altered to avoid a potential COI. If the C-CIRC determines that there is a potential or actual conflict of interest that does not currently have appropriate controls to address the conflict of interest, it may recommend that the disclosing person be allowed to participate in the activity or transaction subject to restrictions as outlined in the COI management plan. If a Person does not agree with a determination made by the C-CIRC, its interpretation of the Policy or Addenda, or seeks an exemption or exception, the following steps should be followed. The Employee disputing the review decision, interpretation of the Policy, or seeking exemption or exception must present the matter to the Employee's immediate direct manager or supervisor for review and determination. If the Employee and”

“The organization's financial statements are included in catholic health initiatives' consolidated audited financial statements that are available at www.catholichealthinit.org or at www.dacbond.com. In addition, the state of maryland health services cost review commission will make the statements available. The organization's conflict of interest policy and governing documents are not publicly available.”

“St. Joseph Physician Enterprise, Inc. (SJPE) provided quality professional medical services to its community in conjunction with and in support of St. Joseph Medical Center, Towson, MD, which is also a 501(c)(3) Charitable, tax exempt organization. SJPE provided these services to the community without regard to race, creed, sex, national origin, handicap, age, or ability to pay. ST. JOSEPH PHYSICIAN ENTERPRISE, INC. TRANSFERRED SUBSTANTIALLY ALL OF ITS ASSETS TO ST. JOSEPH MEDICAL CENTER, INC. ("SJMC"), A RELATED TAX-EXEMPT ORGANIZATION. SUBSEQUENTLY TO THE TRANSFER, SJMC SOLD ALL OF THE ASSETS TO UNIVERSITY OF MARYLAND MEDICAL SYSTEM CORPORATION ON 11/30/12.”