Saint Joseph Health System Inc

“SAINT JOSEPH HEALTH SYSTEM, INC. has not formally adopted a written policy or written procedure regarding joint ventures. However CHI's system-wide joint venture model operating agreement incorporates controls over the venture sufficient to ensure that (1) the exempt organization at all times retains control over the venture sufficient to ensure that the partnership furthers the exempt purpose of the organization; (2) in any partnership in which the exempt organization is a partner, achievement of exempt purposes is prioritized over maximization of profits for the partners; (3) the partnership does not engage in any activities that would jeopardize the exempt organization's exemption; (4) returns of capital, allocations, and distributions must be made in proportion to the partners' respective ownership interests; and (5) all contracts entered into by the partnership with the exempt organization must be at arm's-length, with prices set at fair market value. Any joint venture agreements that do not conform to the model agreement are generally reviewed by counsel.”

“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 Korn Ferry 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 Korn Ferry 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 Korn Ferry 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 13, 2016. In addition, Korn Ferry 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.”

“The document retention and destruction policy is more of an operational policy. These types of policies usually do not go to the board of directors. This has not been adopted by the board of directors.”

“PURSUANT TO SECTION 7.1 OF THE BYLAWS OF SAINT JOSEPH HEALTH SYSTEM, INC., the Board of Directors may set the qualifications for membership on any committee it may establish; provided that each committee shall consist of at least two (2) directors of the Corporation. Committees may include persons other than directors, except that a committee that has the authority to act on behalf of the Board of Directors must include only directors of the Corporation. Minutes of all committee meetings shall be recorded and copies of such minutes shall be provided to the Board of Directors. Actions of committees shall be reported to the full Board of Directors, but actions of Committees which include persons other than directors shall be subject to ratification by the full Board of Directors.”

“ACCORDING TO THE BYLAWS OF SAINT JOSEPH HEALTH SYSTEM, INC., THE ENTITY'S SOLE MEMBER IS KentuckyOne Health, Inc., A Kentucky NONPROFIT CORPORATION.”

“According to the organization's bylaws, directors shall be appointed or refused by the corporate member. The corporate member may appoint one or more individuals to the board of directors, and may at any time remove, with or without cause, any member of the board of directors. According to the organization's bylaws, directors of the corporation shall be appointed by the corporate member no later than June 30 of each year. The names and qualifications of each individual accepted by the board of directors shall be submitted to the corporate member, who shall appoint or refuse each nominee in accordance with the corporate member's bylaws. 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.”

“SAINT JOSEPH HEALTH SYSTEM, INC.'S (SJHS) CORPORATE MEMBER IS KENTUCKYONE HEALTH, INC. Pursuant to Section 4.4.1 of the organization's bylaws, Neither the Board nor any officer or employee of the Corporation nor any subsidiary or affiliate of the Corporation shall take any action either in contradiction of any of the foregoing powers, or without first having secured the necessary approvals or given the appropriate notifications as may be required by these Bylaws. IN ADDITION, PURSUANT TO SECTION 4.4.2 OF THE ORGANIZATION'S BYLAWS, IN EXERCISE OF ITS APPROVAL POWERS, THE CORPORATE MEMBER MAY GRANT OR WITHHOLD APPROVAL IN WHOLE OR IN PART, OR MAY, IN ITS COMPLETE DISCRETION, AFTER CONSULTATION WITH THE BOARD AND THE PRESIDENT OF THE CORPORATION, RECOMMEND SUCH OTHER OR DIFFERENT ACTIONS AS IT DEEMS APPROPRIATE.”

“Once the return is prepared, the return is reviewed by the vp-finance and an electronic copy is provided to each member of the board. After the return is reviewed by the vp-finance, the tax department files the return with the appropriate federal and state agencies, making any nonsubstantive changes necessary that effect e-filing. Any such changes are not resubmitted to the board. Subsequent to the return being filed, the president/ceo of kentuckyone health, inc., the sole member of the organization, presents the return at a saint joseph health system, inc. Board meeting”

“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”

“Saint joseph health system, inc.'s executive leadership compensation is reviewed by the executive committee to the board. An outside consultant provided comparative data based on base compensation, total compensation, and executive benefits. Physician compensation is reviewed and approved by plc, management ptrc, board ptrc, and ultimately the full board.”

“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 Catholic Health Initiatives' consolidated audited financial statements that are available at www.catholichealthinitiatives.org or at www.DACBOND.org.”

“Other Miscellaneous Revenue - Total Revenue: 1157480, Related or Exempt Function Revenue: , Unrelated Business Revenue: 138588, Revenue Excluded from Tax Under Sections 512, 513, or 514: 1018892;”

“Other Fees for Services - Total Expense: XXX-XX-XXXX, Program Service Expense: 79493374, Management and General Expenses: 55437510, Fundraising Expenses: ;”

“Change in non-controlling interest - 23527;”