Covenant Aco Inc.

“Description of classes of members or stockholders covenant health system is the sole corporate member of covenant health partners.”

“Description of classes of persons and the nature of their rights covenant health partners has a tiered governance in which the corporate member reserves the right to appoint trustees to the covenant health partners board. All trustee appointments that come from the covenant health partners board as nominations and must be approved by the covenant health system, as the corporate member, st. Joseph health system, as the parent and the st. Joseph health ministry, as the organizational sponsor.”

“Descr classes of persons, decisions req appr & type of voting rights the reserved rights in our tiered governance structure contemplate approval by the covenant health system member of financing, budgets, unbudgeted expenditures of defined amounts, strategic plan, appointment of auditors, creation or investment in a legally recognized entity, joint ventures, purposes, sale or disposition of real property, merger or sale of substantially all assets, appointment and removal of trustees, adoption or amendment of articles or bylaws. The individual members shall be entitled to vote on matters submitted to the membership.”

“Process used by management and/or governing body to review 990 the form 990 was prepared by the finance department based on information received from various departments of the organization as applicable. The form 990 was then reviewed by an officer of the organization. A copy of the form 990 filing was distributed to all voting members of the board for the april 2015 meeting. During the finance committee meeting, management presented and discussed certain disclosures and information included in the form 990. The finance committee chair then provides a summary at the full board meeting.”

“Descr of process to monitor transactions for conflicts of interest officers, trustees, and key employees are required to disclose annually on the conflict of interest disclosure form the existence and nature of any actual, apparent, or potential conflict of interest he/she may have. Additionally, disclosures shall be made promptly anytime an actual, apparent or potential conflict of interest arises and before the consummation of any contract, transaction or arrangement that is the subject of the potential conflict of interest. When a conflict of interest is identified, such conflict is disclosed to the conflicts & compensation committee. If the conflict involves a member of that committee, the remaining committee members will review the matter and determine whether a conflict of interest exists. The officer, trustee, or key employee may not be present during any meeting in which the committee conducts its evaluation, except to answer questions as may be necessary. Once all necessary information has been obtained, the committee conducts its evaluation and forwards its findings and recommendations to the sjhs chief compliance officer. If the committee determines an unresolved conflict of interest exists, the committee will evaluate and recommend conflict mitigation strategies. The sjhs chief compliance officer in consultation with sjhs general counsel will review the committee findings, recommendations, and mitigation strategies and present recommendations to the board for discussion and vote.”

“Process used to determine compensation executive compensation is approved by the covenant health partners, inc. Worklife committee, which is comprised of independent persons. The committee reviews comparability data prepared for and compiled by the st. Joseph health system worklife committee, a committee of the st. Joseph health system board of trustees comprised of independent members. The st. Joseph health system worklife committee acts in accordance with a committee charter approved by the st. Joseph health system board of trustees and an executive compensation philosophy. The charter directs the st. Joseph health system worklife committee to administer the executive compensation program and to approve program changes, as necessary, to ensure alignment with the stated philosophy and ensure continued compliance with federal and state regulations on behalf of the st. Joseph health system board of trustees. Overall, the philosophy is intended to reward a broad spectrum of high organizational and individual performance expectations, as well as retention of key management talent. The executive compensation philosophy defines the market for administering compensation as a comparable set of for profit and not-for-profit health care delivery systems. St. Joseph health system provides compensation to its executives in the form of base salary, an annual incentive program, and benefits. To ensure compensation philosophy adherence and general fair market value compensation, the committee regularly reviews information from multiple sources of market data and engages legal counsel and consulting support, as needed. They use this information to support ongoing effectiveness and administration of the program. The st. Joseph health system worklife committee meets at least 3 times a year and takes action in executive session. These actions are documented in detailed minutes and approved in subsequent meetings. A full compensation review is conducted on a biennial basis and the last review was performed in june 2013. During the year, the covenant health partners, inc. Worklife committee reviewed and approved any changes in compensation for key executives predicated on the analysis and recommendation by an independent third party consulting firm with expertise in healthcare executive compensation. In addition, annual incentive awards are reviewed and approved prior to payment consistent with the most recent compensation biennial review and in accordance with the plan document. These actions are documented in detailed minutes which are subsequently approved at the committee meeting.”

“Avail of gov docs, conflict of interest policy, & fin smts to gen public the organization makes its governing documents, conflict of interest policy and financial statements available to the public upon request. The sjhs community benefit reports, financial reports, and philanthropy reports are also available on the sjhs internet site.”

“Organization's mission as a member of the st. Joseph health system (sjhs), covenant health partners is committed to extending the healing ministry of jesus in the tradition of the sisters of st. Joseph of orange by continually improving the health and quality of life of people in the communities we serve. Our mission is realized through the delivery of quality in-patient and out-patient services, and focused community initiatives and programs that are dedicated to improving the lives of all we serve.”

“Description of new services grounded in our commitment to community covenant health partners applied for and obtained accountable care organization status (aco) in 2013.”

“Cessation of services covenant health partners ceased conducting program services in 2014. Covenant health partners transferred its program services to a related entity, covenant physician partners (ein: 46-3516417).”

“PROGRAM SERVICE ACCOMPLISHMENTS GROUNDED IN OUR COMMITMENT TO COMMUNITY AS A MEMBER OF THE ST. JOSEPH HEALTH SYSTEM (SJHS), COVENANT HEALTH PARTNERS IS COMMITTED TO EXTENDING THE HEALING MINISTRY OF JESUS IN THE TRADITION OF THE SISTERS OF ST. JOSEPH OF ORANGE. THAT MISSION HAS GUIDED OUR CATHOLIC HEALTHCARE MINISTRY SINCE THE OPENING OF OUR FIRST HOSPITAL IN EUREKA, CALIFORNIA NEARLY 100 YEARS AGO. BUT THE ROOTS OF COVENANT HEALTH PARTNERS AND THE LESSONS TO SERVE OUR DEAR NEIGHBORS DATE BACK TO THE YEAR 1650 WHEN THE SISTERS' FIRST CONGREGATION WAS FORMED IN LE PUY, FRANCE. SINCE THAT TIME, THE PEOPLE OF OUR ORGANIZATION CONTINUE TO ASSESS THE NEEDS OF THE COMMUNITIES WE SERVE, BUILD COLLABORATIVE PARTNERSHIPS WITH LOCAL RESIDENTS, BUSINESS AND COMMUNITY NOT-FOR-PROFITS, AND TOGETHER THROUGH THOSE PARTNERSHIPS, MEET COMMUNITY NEEDS. THE HEALTH SYSTEM IS ORGANIZED INTO THREE REGIONS-NORTHERN CALIFORNIA, SOUTHERN CALIFORNIA, AND WEST TEXAS/EASTERN NEW MEXICO - AND CONSISTS OF 14 ACUTE CARE HOSPITALS, AS WELL AS HOME HEALTH AGENCIES, HOSPICE CARE, OUT-PATIENT SERVICES, SKILLED NURSING FACILITIES, COMMUNITY CLINICS, AND PHYSICIAN ORGANIZATIONS. WHO WE ARE AND WHAT WE DO COVENANT HEALTH PARTNERS IS A JOINT VENTURE BETWEEN MORE THAN 300 PHYSICIANS AND THE FOUR HOSPITALS IN THE COVENANT HEALTH SYSTEM IN A UNIQUE COLLABORATION KNOWN AS CLINICAL INTEGRATION. THE PROGRAM IS DESIGNED TO IMPROVE HEALTH OUTCOMES AND INCREASE THE VALUE RECEIVED FOR THE DOLLARS SPENT BY AREA EMPLOYERS ON EMPLOYEE HEALTH BENEFITS. THE COVENANT HEALTH PARTNERS CLINICAL INTEGRATION PROGRAM JOINS TOGETHER WHAT WOULD OTHERWISE BE A FRAGMENTED GROUP OF INDEPENDENTLY PRACTICING PHYSICIANS INTO A COMPREHENSIVE CARE MANAGEMENT PROGRAM, COMPRISED OF A COMMON SET OF QUALITY GOALS AND MEASURES ACROSS ALL INSURANCE CARRIERS, WITH A FOCUS ON IMPROVED HEALTH CARE OUTCOMES AND REDUCING THE LONG TERM COST OF CARE. UNLIKE OTHER DISEASE MANAGEMENT OR PREVENTIVE HEALTH PROGRAMS, THE CLINICAL INTEGRATION PROGRAM PROVIDES EXTENSIVE INFRASTRUCTURE AND SUPPORT TO PHYSICIANS PARTICIPATING IN THE PROGRAM, AS WELL AS A PAY-FOR-PERFORMANCE INCENTIVE SYSTEM, TO DRIVE AN OUTSTANDING LEVEL OF PERFORMANCE. COVENANT HEALTH PARTNERS (CHP) BEGAN IN 2007 WHEN A NUMBER OF PHYSICIANS SUPPORTED BY COVENANT HEALTH SYSTEM, HAD THE VISION TO IMPROVE THE CURRENT MEDICAL DELIVERY SYSTEM IN THE COMMUNITY THROUGH A MODEL NOT WIDELY USED, KNOWN AS CLINICAL INTEGRATION. THE VISION RESULTED IN THE FORMING OF COVENANT HEALTH PARTNERS; A COLLABORATION BETWEEN COVENANT HEALTH SYSTEM, COVENANT MEDICAL GROUP (WHICH EMPLOYS ABOUT 150 PHYSICIANS), AND 160 INDEPENDENT PHYSICIANS. FOR MORE INFORMATION ON COVENANT HEALTH PARTNERS GO TO: www.covenanthealthpartners.org FOR MORE INFORMATION ON THE ST. JOSEPH HEALTH SYSTEM GO TO: WWW.STJOE.ORG”

“Other fees exceeding 10% member incentive fees $ 830,518 purchased services $ 198,975 consulting fees $ 40,308 --------- total $1,069,801”