Covenant Aco Inc.

“Description of classes of persons and the nature of their rights the corporate member, covenant health system, approves the election of the covenant aco board.”

“Descr classes of persons, decisions req appr & type of voting rights the following actions are reserved to covenant health system and shall not require any prior action or approval by the board of directors or the individual members: (i) the adoption, amendment or interpretation of any statement of mission, philosophy, role, or purpose of the corporation; (ii) any alteration, amendment or repeal of bylaws or adoption of new bylaws; (iii) any amendment to, or restatement of, the corporation's certificate of formation; (iv) the appointment or removal of corporate officers of the corporation; (v) the acquisition, sale, lease (whether as lessor or lessee), mortgage, pledge, hypothecation, transfer, or other encumbrance or alienation of property of the corporation; (vi) the sale, lease, mortgage, or other transfer or encumbrance of the real property of the corporation; (vii) any merger, acquisition, consolidation, reorganization or dissolution of the corporation; (viii) borrowing or lending of money or the creation of indebtedness through the guaranty of another's debt or similar action; (ix) giving, seeking, or accepting grants or donations that would obligate the corporation to expend funds and/or assume responsibilities outside those contemplated by its stated charitable purposes; (x) settlement of claims or litigation; (xi) the establishment or change of the corporation's fiscal year; (xii) creation, ownership, or acquisition of, or affiliation with, any other organization; and (xiii) any determinations with respect to indemnification of director and officers of the corporation bylaws.”

“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 2017 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 the existence and nature of any actual, apparent, or potential conflicts of interest he/she may have that might result in or have the appearance of a conflict in connection with that individual satisfying their fiduciary obligations to the organization. Disclosures shall be made promptly any time 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. With guidance from the st. Joseph health system chief compliance officer (cco), the chief executive and/or the governing board chairperson, as appropriate, considers the matter initially. If the matter cannot be resolved at that level, the matter is escalated to the cco. The cco, in consultation with the st. Joseph health system general counsel, reviews the matter and presents recommendations to the governing board and/or board committee, as appropriate, for discussion and vote. The individual whose potential conflict is being reviewed may be requested to be present during any meeting in which the board or board committee conducts its evaluation but shall be excused for any discussion or vote. 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 the organization's chief executive officer is paid by its tax exempt parent, covenant health system, and is disclosed as a person paid by a related organization. Executive compensation is approved by the covenant health system conflicts and compensation 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 2016. During the year, the covenant health system conflicts and compensation 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 most significant activities covenant aco, inc. A texas nonprofit corporation ("covenant aco"), is a physician-governed entity organized to participate as an accountable care organization ("aco") in the medicare shared savings program ("mssp"), where groups of doctors and other health care providers voluntarily work together with medicare to give high quality service to medicare fee-for service beneficiaries. Covenant aco aims to improve patient outcomes and enrich the healthcare experience by providing better care for individuals and lowering healthcare expenses.”

“Program service accomplishments covenant aco, inc. A texas nonprofit corporation ("covenant aco"), is a physician-governed entity organized to participate as an accountable care organization ("aco") in the medicare shared savings program ("mssp"), where groups of doctors and other health care providers voluntarily work together with medicare to give high quality service to medicare fee-for-service beneficiaries. Covenant aco aims to improve patient outcomes and enrich the healthcare experience by providing better care for individuals and lowering healthcare expenses.”

“St. Joseph health system (sjhs) pays all vendors for sjh entities under sjh ap shared services. Therefore, sjhs issues form 1099-misc under its tax id. Sjhs complies with backup withholding rules for reportable payments to vendors. Form 990, part vi, line 6 description of classes of members or stockholders covenant health system is the sole corporate member of covenant aco.”

“Description:member incentive fees total fees:1176939”

“Description:purchased services total fees:574689”