Flaget Memorial Hospital Foundation

“The executive committee shall consist of only directors of the corporation and shall be composed of the chairperson of the board, the vice chairperson of the board, the president and chief executive officer, the treasurer, and the secretary, each of whom shall serve as an ex officio voting member of the executive committee. 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. Any vacancy of an appointed executive committee membership may be filled for the unexpired portion of the term in the manner that the original committee member was appointed. Except as provided by law, the executive committee shall have and may exercise such powers as may be delegated to it by the board of directors. All actions taken by the executive committee shall be promptly reported to the board of directors at the next regular or annual meeting of the board of directors. The executive committee shall meet at such times as shall be determined by the chairperson. The executive committee shall keep regular minutes of its proceedings and report the same to the board of directors at each regular meeting of the board.”

“The sole member of the organization is flaget healthcare, inc., a kentucky nonprofit corporation.”

“According to section 6.4 of the organization's bylaws, directors of the corporation shall be appointed by the corporate member no later than june 30 of each year. Prior to each annual meeting of the corporate member, or any other meeting called for the purpose of appointing directors of the corporation, the nominating committee shall select and submit to the board of directors a slate of nominees qualified to serve on the board of directors of the corporation. The board of directors shall review the names and qualifications of each individual accepted by the board of directors and then submit them to the corporate member, who shall then appoint or refuse each nominee in accordance with the corporate member's bylaws and with the endorsement of the executive vice president and chief operating officer or other designee. Notwithstanding anything in the bylaws to the contrary, 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 flaget healthcare, inc. ("fhc"). Pursuant to section 5.4 of the organization's bylaws, both flaget healthcare, inc., kentuckyone health, inc. (fhc's sole corporate member), and commonspirit health (kentuckyone health's controlling corporate member) have reserved powers as outlined in the commonspirit health governance matrix. Pursuant to the governance matrix the following rights are held by the flaget healthcare, inc. Board: * approve members of the flaget memorial hospital foundation board * amendment of the corporate documents of flaget memorial hospital foundation * approve removal of a member of the governing body of flaget memorial hospital foundation * adoption of long range and strategic plans for flaget memorial hospital foundation the following rights are reserved to the commonspirit health board directly or through powers delegated to the commonspirit health chief executive officer: * substantial change in the mission or philosophy of flaget memorial hospital foundation * removal of a member of the governing body of flaget memorial hospital foundation * approval of issuance of debt by flaget memorial hospital foundation * approval of participation of flaget memorial hospital foundation in a joint venture * approval of formation of a new corporation by flaget memorial hospital foundation * approval of a merger involving the flaget memorial hospital foundation * approval of the sale of all or substantially all of the assets of the flaget memorial hospital foundation * to require the transfer of assets by flaget memorial hospital foundation to commonspirit health to accomplish commonspirit health's goals and objectives, and to satisfy commonspirit health debts. Pursuant to section 5.5.2 of the organization's bylaws, flaget healthcare, inc., kentuckyone health, inc. Or commonspirit health may, in exercise of their approval powers, grant or withhold approval in whole or in part, or may, in its complete discretion, after consultation with the board and its president and the chief executive officer of the organization, recommend such other or different actions as it deems appropriate.”

“The form 990 is reviewed by the president of the foundation and senior accountant. Absent any concerns, the form 990 is approved by the president of the foundation. The tax department then files the return with the appropriate federal and state agencies, making any nonsubstantive changes necessary that effect e-filing. Board members can request a copy of the 990.”

“The organization has a conflicts of interest ("coi") policy (the "policy") in place to protect the interests of commonspirit health ("commonspirit") in circumstances that may result in a conflict between personal interests of a person and the interests of the organization and those it serves. Commonspirit's coi policy applies to commonspirit, its direct affiliates and subsidiaries and any related entity the governing documents of which require the entity to comply with commonspirit policy (collectively the "system entities"). The following persons are required to disclose actual or potential conflicts of interest at least annually (via a formal system-administered survey) if the person's affiliation with commonspirit continues: - members of corporate and community boards of system entities - members of committees of corporate and community boards of system entities - members of the executive leadership team ("elt") of commonspirit - corporate officers of system entities - employed physicians and advanced practice providers - key employees and highest compensated employees as specified by the internal revenue service for form 990 purposes who are not otherwise included in the categories above - employees of system entities at the vice president level and above - all individuals engaged in research at institutions owned or operated by a system entity - select employees as determined from time to time by leadership disclosure, review, and management of perceived, potential, or actual conflicts of interest are accomplished through a defined coi disclosure review process. Each person is required to promptly and fully disclose any situation or circumstance that may create a conflict of interest as soon as she/he becomes aware of it. In addition, at the inception of an individual's relationship with commonspirit (e.g. Hiring, board appointment), and for certain positions, annually thereafter, written conflict of interest disclosure forms must be completed. A failure to disclose may result in disciplinary or corrective actions. Reported potential or actual conflicts of interest are initially reviewed by legal, corporate responsibility or research integrity staff. If necessary, a conflict of interest management plan is developed, which plan shall be subject to acceptance by the appropriate direct manager, supervisor, medical staff office, board or board committee (for board, board committee, elt or corporate officer conflicts), or other appropriate individual or body. Once accepted, the conflict of interest management plan is communicated to the person with the actual or potential conflict and the individual must conduct themselves in conformity with the plan. In the event that a transactional conflict interest arises in connection with a system entity board meeting, the conflicted individual must disclose that conflict prior to or at the beginning of the meeting in which the matter is to be considered. The conflicted individual is excluded from voting on the transaction and is prohibited from using personal influence with respect to the matter, but is not prohibited from providing input if requested to do so.”

“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.”

“Flaget memorial hospital foundation has a document retention and destruction policy that is an operational policy. Operational policies do not require board approval.”

“Flaget memorial hospital foundation supports chi saint joseph health's drive for excellence by inspiring donors to make a tangible difference through their philanthropic investment in outstanding patient care facilities and services, the education of caregivers, advanced clinical research and improved access to quality medical care.”

“Website : www.supportchisaintjosephhealth.org/who-we-are/flaget-memorial-hospital- foundation”

“Payments to vendors for entities that are part of commonspirit health are made by commonspirit health. Therefore, no forms 1099 are issued by flaget memorial hospital foundation. Commonspirit health files the forms 1099 and complies with the backup withholding rules for reportable payments to vendors and game winnings. The forms 1099 issued on behalf of flaget memorial hospital foundation are reported to the irs.”

“Intercompany transfers 155,040.”