Covenant Aco Inc.

“Classes of members or stockholders covenant health system is the sole corporate member of covenant aco.”

“Classes of persons and the nature of their rights covenant aco has a tiered governance in which the corporate member reserves the right to appoint trustees to the covenant aco board. All trustee nominations that come from the covenant aco board as nominations must be approved by covenant health system, as the corporate member.”

“Classes of persons, decisions requiring approval & 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 to review 990 the form 990 was prepared based on information received from various departments of the organization including the finance team, human resources, payroll, compliance and the general counsel's office. The organization engaged an outside accounting firm to prepare the return. The return has been reviewed by an officer of the organization. A full copy of the form 990 was provided to all board members prior to filing with the irs. The audit committee of the parent organization is provided an annual update on the tax reporting process and key disclosures.”

“Process to monitor transactions for conflicts of interest board members, sponsors, senior leaders and key employees are required to disclose any real or potential conflict of interest (coi) in accordance with the psjh coi policy and in connection with that individual satisfying his or her fiduciary obligations to the organization. Disclosures are made annually and/or if at any time an actual, real or potential conflict of interest arises. Psjh chief legal officer and/or the psjh chief risk officer, review all disclosures. Where appropriate, the ceo and/or the board chair consider matters that involve senior leadership or a board member. Psjh chief legal officer and/or chief risk officer review matters where conflict is difficult or cannot be resolved and present recommendations to the appropriate board committee or the ceo, for discussion and resolution. When appropriate, the individual with the real/potential conflict that is being reviewed may participate in the discussion but is excused from the meeting when action is decided. Where appropriate, the chief risk officer or chief legal officer will provide plan to manage conflicts. Auditing and monitoring of this process is done periodically. All documentation of coi disclosures is retained per organization retention policy.”

“Process for determining 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. Providence st. Joseph health is the sole corporate member of st. Joseph health system, which is one of the corporate members of covenant health system. It is providence st. Joseph health's intention to make financial information accessible and transparent. Although the filing of form 990 provides insight into how providence st. Joseph health achieves its mission, delivers its programs and stewards its finances, deciphering the information directly from form 990 can be challenging. The following paragraphs provide further information about the process we use to determine compensation for top management, officers and key employees. Providence st. Joseph health has a single fiduciary board, with responsibility of financial oversight associated with fulfillment of the providence st. Joseph health mission, developing system policies, protecting the assets entrusted to the organization and overseeing the strategic and operational affairs of providence st. Joseph health's legal entities. Providence st. Joseph health also maintains a network of community entity boards with responsibility for quality of care oversight, community relations, advocacy and community needs assessments. Providence st. Joseph health has a consistent compensation philosophy for all of its officers, including our senior executives. Salaries for senior executives are reviewed by the providence st. Joseph health committee. The board retains an independent consultant each year to review salaries of those in the most significant leadership roles in the organization. Part of the consultant's role is to review an extensive array of compensation surveys of large, not-for-profit health care systems in the united states. Providence st. Joseph health is one of the larger health systems in the country, and as such, the board benchmarks executive compensation against other large, not-for-profit health systems whose revenue is similar to that of providence st. Joseph health. Additionally, providence st. Joseph health's labor market continues to spread across health care and into general industry. Because of this, providence st. Joseph health also takes into consideration general industry for-profit market data, where applicable. Base salaries for providence st. Joseph health executives are generally targeted to the median level of the market, as identified by the independent consultant and reviewed with the executive compensation committee. The president/ceo utilizes the market information provided by the consultant along with formal performance evaluations, to determine salary recommendations for other senior executives. This process includes a rigorous analysis of those recommendations with the executive compensation committee as a part of the review and approval process. Performance incentives allow executives to earn additional compensation if they achieve specific organizational goals for furthering providence st. Joseph health operating commitments and strategic objectives. The board of directors conducts a thorough review process to ensure performance incentives are aligned with appropriate market practices. He board's process for executive compensation fully complies with irs standards and mirrors best practices. The process to review compensation was last completed march 5, 2019.”

“Governing documents, conflict of interest policy & financial statements the organization makes its governing documents, conflict of interest policy, and financial statements available to the public upon request. The psjh community benefit reports, financial reports, and philanthropy reports are also available on the psjh internet site.”

“Providence st. Joseph health system on july 1, 2016, providence health & services (phs) and st. Joseph health system (sjhs) entered into a business combination agreement. By coming together, providence st. Joseph health seeks to better serve its communities through greater patient affordability, outstanding clinical care, improvements to the patient experience and introduction of new services where they are needed most. Together, our caregivers serve in 51 hospitals, 829 clinics across alaska, california, montana, new mexico, oregon, texas and washington. The founders of both organizations were courageous women ahead of their time. The sisters of providence and the sisters of st. Joseph of orange brought health care and other social services to the american west when it was still a rugged, untamed frontier. Now, as we face a different landscape - a changing health care environment - we draw upon their pioneering and compassionate spirit to plan for the next century of health care. Providence health & services in 1856, mother joseph and four sisters of providence established hospitals, schools and orphanages across the northwest. Over the years, other catholic sisters transferred sponsorship of their ministries to providence, including the little company of mary, dominicans and charity of leavenworth. Recently, swedish health services, kadlec regional medical center and pacific medical centers have joined providence as secular partners with a common commitment to serving all members of the community. Today, providence serves alaska, california, montana, oregon and washington. St. Joseph health system in 1912, a small group of sisters of st. Joseph landed on the rugged shores of eureka, california to provide education and health care. They later established roots in orange, california, and expanded to serve southern california, northern california and texas. The health system established many key partnerships, including a merger between lubbock methodist hospital system and st. Mary hospital to form covenant health in lubbock texas. Recently, an affiliation was established with hoag health to increase access to services in orange county, california. 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. For more information about covenant aco, inc., please visit www.covenanthealthpartners.org for more information about st. Joseph health, please visit www.stjhs.org. For more information about providence st. Joseph health, please visit www.psjhealth.org”

“St. Joseph health system (sjhs) pays all vendors for covenant aco from its shared services. Sjhs issues form 1099-misc under its tax id number and complies with backup withholding rules for reportable payments to vendors.”

“Description:member incentive fees total fees:375465”

“Description:purchased services total fees:369038”

“Description:contract labor total fees:28910”