Saint Joseph'S Health System Inc

“The sole member of saint joseph's health system is trinity health corporation. See line 7 for additional information.”

“Trinity health corporation is the sole member of saint joseph's health system. Trinity health corporation has the right to appoint all persons to the board of directors of saint joseph's health system.”

“As sole member, trinity health corporation must approve certain decisions of the governing body, including the strategic plan, annual capital plan, and annual operating budget. Trinity health corporation must also approve significant changes such as a merger, dissolution, sale of assets in excess of certain limits, and modifications to governing documents.”

“Line 8b is answered "no" because saint joseph's health system had no committees with authority to act on behalf of the governing body.”

“Prior to filing, the form 990 for saint joseph's health system is reviewed by management. Each member of the board receives a copy of the return in its final form before it is filed with the internal revenue service.”

“Saint joseph's health system has adopted trinity health's governance policy no. 1, which sets forth the organization's conflict of interest policy and processes. It applies to all "interested persons" of saint joseph's health system, which includes directors, principal officers, and key employees. Interested persons are expected to discharge their duties in a manner the person reasonably believes to be in the best interests of saint joseph's health system and to avoid situations involving a conflict of interest. On an annual basis, interested persons are required to complete a conflict of interest disclosure statement and to affirm their receipt of the conflict of interest policy, compliance with its requirements, and agree to notify the organization of changes impacting their annual disclosure in accordance with the policy. The annual disclosures are provided to the integrity and compliance officer. If a potential conflict is identified, the integrity and compliance officer shares the disclosures with internal legal counsel, from which legal counsel prepares a report for the board chair and ceo. A summary of potential conflicts is reviewed with the board of directors of saint joseph's health system on a yearly basis. Interested persons are required to make full disclosure to saint joseph's health system of any financial or business interests that might result in or have the appearance of a conflict of interest. The board of directors of saint joseph's health system is responsible for the review of transactions to determine whether an actual conflict of interest exists. In the event of an actual conflict, the board will either avoid the conflict or appropriately scrutinize the transaction to ensure it is in the best interests of saint joseph's health system. Interested persons are required to recuse themselves from discussion and voting on matters involving a conflict of interest. The policy further addresses the proper documentation of the proceedings and potential disciplinary and corrective action for violations of the policy. The policy is available to the public upon request.”

“Question 15a is answered "no" because the compensation for certain officers and key management officials of saint joseph's health system is established by trinity health, a related organization. In establishing ceo and system cfo compensation, trinity health follows a process and policy that is intended to mirror the irc section 4958 guidelines for obtaining a "rebuttable presumption of reasonableness" with regard to compensation and benefits. As part of that process, the compensation and benefits of the ceo and system cfo of saint joseph's health system are reviewed at least annually by the trinity health board or the trinity health human resources and compensation committee (hrcc) of the board, authorized to act on behalf of the board with respect to certain compensation matters. As part of its review process, the hrcc retains an independent firm experienced in compensation and benefit matters for not-for-profit health care organizations to advise it in the determinations it makes on the reasonableness of proposed compensation and benefits arrangements. Question 15b is answered "no" because the compensation for other officers is established and paid by saint joseph's mercy care services, a related organization. Compensation is determined using an annual review of goals and performance by the individual's manager.”

“Saint joseph's health system is a subsidiary organization in the trinity health system. Trinity health makes certain of its key documents available to the public on its website, www.trinity-health.org, in the "about us" section. In this section, the consolidated audited financial statements are publicly available. Saint joseph's health system's governing documents and conflict of interest policy are available upon request.”

“Jane gerety, rsm is a member of the religious sisters of mercy. Having taken a vow of poverty, sister jane did not receive compensation for the services she provided to saint joseph's health system and its affiliates except for insurance benefits of $12,585. Instead, a total of $173,781 as shown on part vii was paid by saint joseph's mercy care services directly to the religious sisters of mercy for sister jane's services.”

“Equity transfers to affiliates -1,249,845.”

“Saint joseph's health system's financial statements were included in the fy22 consolidated financial statements of trinity health, which were audited by an independent public accounting firm.”