Continuing Care Hospital Inc

“Pursuant to section 7.1 of the bylaws of continuing care hospital, inc., the board of directors may, by resolution adopted by a majority of the directors then in office, establish one or more committees, as needed or required to conduct and transact the business of the corporation. Except as otherwise provided in these bylaws, 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 and, except for the nominating committee, must include one or more corporate directors. 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 subject to ratification by the full board of directors. The provisions of article v of these bylaws with respect to regular and special meetings, quorum, manner of acting, action without a meeting, notice, and waiver of notice shall also apply to all committees established by the board of directors.”

“The sole member of the organization is saint joseph health system, inc., a kentucky nonprofit corporation.”

“The sole member has the power to appoint, replace or remove the corporate directors of the board.”

“The organization's corporate member is saint joseph health system. Pursuant to section 4.4 of the organization's bylaws, saint joseph health system, kentuckyone health, inc. (saint joseph health system's sole corporate member) and commonspirit health (kentuckyone health, inc.'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 saint joseph health system board: * approve members of the continuing care hospital board * amendment of the corporate documents of continuing care hospital * approve removal of a member of the governing body of continuing care hospital * adoption of long range and strategic plans for continuing care hospital 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 continuing care hospital * removal of a member of the governing body of continuing care hospital * approval of issuance of debt by continuing care hospital * approval of participation of continuing care hospital in a joint venture * approval of formation of a new corporation by continuing care hospital * approval of a merger involving continuing care hospital * approval of the sale of all or substantially all of the assets of continuing care hospital * to require the transfer of assets by continuing care hospital to commonspirit health to accomplish commonspirit health's goals and objectives, and to satisfy commonspirit health debts. In addition, pursuant to section 4.5.2 of the organization's bylaws, saint joseph health system, 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.”

“Once the return is prepared, the return is reviewed by the president and vice president of finance. After the review, the tax department files the return with the appropriate federal and state agencies, making any nonsubstantive changes necessary that effect e-filing.”

“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.”

“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.”

“Commonspirit's board of stewardship trustees appoints a human resources and compensation committee, comprised exclusively of independent directors, who are accountable for setting reasonable compensation practices for certain executives within organization. The human resources and compensation committee approves, consistent with the organization's philosophy and principles, the annual performance goals and criteria to be in determining variable compensation. The human resources and compensation committee also engages an independent consultant and financial legal counsel to validate the organization's benchmarking approach and reasonableness of the total compensation and benefits packages for certain executives. Appropriate comparable data is obtained by the commonspirit health compensation department from independent third-party salary surveys, (e.g., total economic benefits paid by similarly situated organizations, both taxable and tax-exempt, for similar job responsibilities) for all other staff and leadership roles.”

“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.”

“Payments to vendors for entities that are part of commonspirit health are made by commonspirit health. Therefore, no forms 1099 are issued by continuing care hospital. 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 continuing care hospital are reported to the irs.”

“Contract services: program service expenses 36,041. Management and general expenses 1,115. Fundraising expenses 0. Total expenses 37,156. Contract labor: program service expenses 599,372. Management and general expenses 18,537. Fundraising expenses 0. Total expenses 617,909. Purchased services: program service expenses 1,869,533. Management and general expenses 57,821. Fundraising expenses 0. Total expenses 1,927,354. Other fees: program service expenses 164,900. Management and general expenses 5,100. Fundraising expenses 0. Total expenses 170,000.”