Spectrum Health System Group Return

“Family/business relationships amongst interested persons praveen thadani, christina freese decker and matthew cox have a business relationship as they serve as an officer or director of priority health managed benefits, inc., a related taxable entity.”

“Significant changes to organizational documents lakeland hospitals at niles and st. Joseph, inc. The bylaws were fully amended and restated to bring their form into alignment with organizational forms. Material changes include: a - adding language regarding compliance with system-wide policies, b - modifying the officers to reduce the named officers to chair, vice-chair, president, treasurer and secretary, and removes ex-officio roles that were inconsistent with governance direction, c - removes standing committees to provide the board with flexibility to establish necessary standing committees from time to time without amendment to the bylaws, d - modify the medical staff section to simplify the oversight of the med staff, e - updated the indemnification of officers and directors to current standards, and f - include updated clauses related to fiscal matters, conflicts of interest, authority of the system, waiver of notice and dedication of assets for 501(c)(3) purposes. Lakeland community hospital, watervliet the bylaws were fully amended and restated to bring their form into alignment with organizational forms. Material changes include: a - adding language regarding compliance with system-wide policies, b - modifying the directors to remove the "at-large" designation, which was not in use, and modifies terms to provide for a maximum of three three-year terms for directors, c - modifying officers to reduce the named officers to chair, vice-chair, president, treasurer and secretary, d - removes standing committees to provide the board with flexibility to establish necessary standing committees from time to time without amendment to the bylaws, e - modify the medical staff section to simplify the oversight of the med staff, f - updated the indemnification of officers and directors to current standards, and g - include updated clauses related to fiscal matters, conflicts of interest, authority of the system, waiver of notice and dedication of assets for 501(c)(3) purposes. Lakeland specialty hospital at berrien center the bylaws were fully amended and restated to bring their form into alignment with organizational forms. Material changes include: a - adding language regarding compliance with system-wide policies, b - providing for reserved authority over certain detailed actions, including approvals of material modifications, or sales of the assets of the company or modification to corporate status, c - changing the board of directors to be minimally three appointees, d - modifying the officers to reduce the named officers to chair, vice-chair, president, treasurer and secretary, e - removes standing committees to provide the board with flexibility to establish necessary standing committees from time to time without amendment to the bylaws, f - removal of the medical staff section to reflect that the entity is no longer a functioning hospital, g - updated the indemnification of officers and directors to current standards, and h - include updated clauses related to fiscal matters, conflicts of interest, authority of the system, waiver of notice and dedication of assets for 501(c)(3) purposes. Lakeland health foundation, benton harbor/st. Joseph the bylaws were fully amended and restated to bring their form into alignment with organizational forms. Material changes include: a - adding language regarding compliance with system-wide policies including an authority matrix for decision making thresholds, b - modifying officers to reduce the named officers to chair, vice-chair, president, treasurer and secretary, c - removes standing committees to provide the board with flexibility to establish necessary standing committees from time to time without amendment to the bylaws, d - updated the indemnification of officers and directors to current standards, and e - include updated clauses related to fiscal matters, conflicts of interest, waiver of notice and dedication of assets for 501(c)(3) purposes. Beaumont health bylaws were amended a”

“Classes of members or stockholders corewell health (ein 38-3382353), a michigan nonprofit corporation, is the ultimate sole member for all of the subordinates included in the group filing.”

“Members or stockholders electing members of governing body corewell health (ein 38-3382353), the ultimate sole member for all of the subordinates included in the group filing, appoints the members of the board for each respective organization.”

“Decisions requiring approval by members or stockholders corewell health, as the sole member for all of the supported organizations included in the group filing, has retained certain reserved powers in the organization exclusively, which shall not be deemed authorized unless and until approved by the sole member: -amendment of the articles of incorporation or bylaws of the supported organization; -election and/or removal of the members of the supported organization's board of directors; -election and/or removal of the supported organization's chairperson of the board of directors; -hiring, discharge, and evaluation of the supported organization's president; -adoption of the supported organization's strategic plan; -adoption of the supported organization's annual operating and capital budgets and any amendments to such budgets in excess of the authority matrix amount; -all capital expenditures by the supported organization in excess of the amount which would require approval by the supporting organization (the "authority matrix amount"); -all borrowings or guarantees of indebtedness by the supported organization (or any entity controlled by the supported organization through ownership or membership interest); -all lending by the supported organization (or any subsidiary) to persons other than the supporting organization or a subsidiary in excess of the authority matrix amount; -the supported organization's or any subsidiary's investments of cash and/or reserves, whether on an individual basis or as part of a pooled investment strategy; -any merger or consolidation of the supported organization (or any subsidiary), or any other change in ownership percentages, control, or capital structure; -the creation of any entity controlled, directly or indirectly, by the supported organization; -the sale or transfer of more than ten percent (10%) of the assets of the supported organization (or any subsidiary) to any person or entity not controlled by the supporting organization; -dissolution of the supported organization or any subsidiary; -the selection, retention, and oversight of the outside auditors for the supported organization (or any subsidiary); and -any other approval for which supporting organization approval is required by law. In addition to these reserved powers of the supporting organization listed above, the supporting organization has the authority to adopt system-wide policies and procedures.”

“Review of form 990 by governing body the review process for this form 990 is as follows: preparation of the return is supervised and reviewed by the organization's corporate tax manager and director. A second review is performed by an external cpa firm with expertise in tax-exempt return preparation. The return is reviewed by the organization's finance and legal departments (including the chief financial officer, chief legal officer and corporate controller) and shared with the members of the finance and audit committee and board of directors. The organization's chief financial officer reviews comments or questions received from members of the board of directors, if any, to address or to incorporate, as appropriate, into the return prior to filing.”

“Conflict of interest policy board of directors 1. Conflicts of interest must be disclosed, via an annual electronic disclosure process and verbally at each board and board committee meeting as part of the declaration of conflict of interest prior to discussion of any agenda items. 2. A person having a financial interest in a proposed transaction or arrangement may make a presentation at a meeting of the board or committee which is considering that transaction or arrangement, but after that presentation he/she shall leave the meeting before discussion and voting on that proposed transaction or arrangement. The person having the financial interest shall not be counted in determining whether a quorum is present. 3. The chairperson of the board or the committee chair shall, if appropriate, appoint a disinterested person or committee (including outside advisors) to investigate alternatives to the proposed transaction or arrangement, and to advise whether the proposed transaction or arrangement is in the organization's best interest. 4. The board or committee shall exercise due diligence to determine whether the organization can, with reasonable efforts, obtain a more advantageous transaction or arrangement that would not give rise to a conflict of interest. 5. If a more advantageous transaction or arrangement is not reasonably attainable under circumstances that would not give rise to a conflict of interest, the board or committee shall determine by a majority vote of the disinterested directors and members whether the proposed transaction or arrangement is in the organization's best interest and for its own benefit and whether the transaction is fair and reasonable to the organization, and shall make its decision as to whether to enter into the transaction or arrangement in conformity with such determination. 6. The minutes of the meetings of the board and all of the organization's committees shall set forth: a) the names of the persons who disclosed a financial interest in a proposed transaction or arrangement involving the organization or any of its subsidiaries and the nature of the financial interest; and b) the names of the persons who were present for discussions and votes relating to such transaction or arrangement, including any discussion of alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with that matter. The votes of individual members need not be recorded unless otherwise directed by the board of directors or committee. 7. There is an ongoing requirement that members of the board and board committees update their annual disclosure questionnaire at any point during his/her tenure on the board of directors when a new potential conflict of interest arises. Management 1. Upon acceptance of an employment offer, each member of management (directors and above) complete a conflict-of-interest disclosure questionnaire. A copy of the member of management's disclosure questionnaire is sent to the organization's system compliance department. A copy of the member of management's disclosure is reviewed by the organization's compliance operations analyst and escalated to the appropriate executive leadership team, if necessary. 2. Annually, each member of management (directors and above) completes an annual conflict of interest disclosure questionnaire electronically. If there is an affirmative disclosure, the questionnaire is reviewed by the appropriate executive leadership team. 3. There is an ongoing requirement to update the disclosure questionnaire when a new potential conflict of interest arises. Updated disclosures follow the same process as initial disclosures described above. 4. The conflicts of interest committee, in consultation with executive management, determines how reported conflicts should be managed management of a conflict may take a variety of different forms from implementation of a management plan to requiring that the member of management cease the activity”

“Process to establish compensation of top management official the corewell health board of directors (through its compensation committee) uses the following process for determining compensation of the top management officials, other officers, and key employees at the corewell health group. Labor market data reflecting comparable organizations and jobs (prepared by independent firms) are relied upon in setting compensation levels. Competitive assessment reports are provided to the compensation committee in advance of meetings. The competitive assessment report is prepared by a nationally known independent executive compensation firm. The following surveys, prepared by independent firms, were the primary sources referenced to obtain market data for the review: -bdo: 2021 usa health insurance plans survey -gallagher (formerly integrated healthcare strategies): 2021 national healthcare leadership compensation survey -mercer: 2021 ihn healthcare compensation survey -mercer: 2021 ihp health plan compensation survey -sullivan cotter associates: 2021 manager and executive compensation in hospitals and health systems survey in addition, general industry surveys were referenced: -mercer: 2021 us executive remuneration suite -willis towers watson: 2021 executive compensation survey in addition to the above data sources, the compensation committee approved the creation of a custom peer group of high performing integrated health systems to ensure robust data and a relevant comparator universe. The peer group organizations are approved by the compensation committee and consists of healthcare systems similar in revenue size, market competitors, high performers, financially stable as indicated by bond rating and that follow a similar strategy (multi-site systems, health plans). Data for the peer group organizations is compiled by the independent executive compensation firm. Compensation adjustments are approved by compensation committee members, consistent with the corewell health compensation philosophy described below. Minutes of committee discussions and decisions are prepared to memorialize compensation committee decisions based upon the above data. Cash compensation data relied upon by the compensation committee is national and reflects the compensation paid to executives in comparable jobs in comparably-sized health care and / or health insurance organizations. Corewell health recruits nationally for its executives. Benefits data reflect national health care / health insurance market practices. This process is intended to assist corewell health in qualifying for the rebuttable presumption of reasonableness (intermediate sanctions regulations) and complying with the corewell health excess benefit transaction policy for those individuals in the group who are disqualified persons. The opinion submitted from the third party independent consulting firm is in accordance with the provisions of treasury regulations section 53.4958-6(c)(2) and is also intended to satisfy the professional advice requirement of treasury regulations section 53.4958-1(d)(4)(iii).”

“Process to establish compensation of other officers or key employees see explanation provided for form 990, part vi, line 15a.”

“Required documents available to the public the organization's articles of incorporation have been provided to the state of michigan and are available to the public on the state's website. The organization's bylaws and internal policies are generally not made available to the public. Audited financial statements are attached to this tax return.”

“Compensation of directors based on external opinion by sullivan cotter and associates, inc., corewell health compensates board members in a manner that is reasonable in relation to market data. Board of directors compensation is continually reviewed to confirm compensation falls within reasonable limits. Any compensation amount is treated as taxable to the board member and is reported and provided to them on form 1099 or w-2.”

“Reported compensation and hours the compensation reported for employees of the organization is not for services in their capacity as members of the board of directors but for services as employees of the health system. Certain directors were paid reasonable compensation for their services as members of the board. Employees with compensation reported in part vii work a combined average of 50 hours per week for the organization.”

“As noted in their titles, certain individuals reported on the corewell health group return are current officers or key employees of one or more of the group entities. The individuals listed below are also former officers or key employees of one or more of the group entities. David claeys: beaumont medical group - hospital based services: director/secretary beaumont medical group - primary care services: director/secretary beaumont medical group - specialty services: director/secretary botsford general hospital: former key employee oakwood healthcare, inc.: former key employee ray cruse: lakeland community hospital, watervliet: director lakeland health foundation, benton harbor/st. Joseph: director lakeland hospitals at niles and st. Joseph, inc.: former officer john fox: beaumont health: director/ceo beaumont medical group - hospital based services: former officer beaumont medical group - primary care services: former officer beaumont medical group - specialty services: former officer botsford general hospital: director/ceo oakwood healthcare, inc: director/ceo oakwood united hospitals, inc.: director/ceo william beaumont hospital: president/ceo melinda gruber: hospice at home: director lakeland health foundation, benton harbor/st. Joseph: director lakeland hospitals at niles and st. Joseph, inc.: former officer lakeland specialty hospital at berrien center: director/chair mercy memorial health services, inc.: director/chair lowell hamel, md: hospice at home: director lakeland community hospital, watervliet: director lakeland hospitals at niles and st. Joseph, inc.: former officer lakeland regional health system: former officer paul kononpacki: lakeland community hospital, watervliet : former officer lakeland health foundation, benton harbor/st. Joseph: director/treasurer lakeland hospitals at niles and st. Joseph, inc.: former officer lakeland regional health system: former officer lakeland specialty hospital at berrien center: director/treasurer mercy memorial health services, inc.: director/treasurer spectrum health primary care partners: former officer paolo marciano, md: beaumont medical group - hospital based services: director/president beaumont medical group - primary care services: director/president beaumont medical group - specialty services: director president oakwood healthcare, inc: former key employee kevin smith: spectrum health continuing care: former officer spectrum health continuing care center: director/treasurer/secretary spectrum health rehab and nursing center - leffingwell: director/treasurer/secretary chad tuttle: spectrum health continuing care: director/president spectrum health continuing care center: director/president spectrum health hospitals: former officer spectrum health rehab and nursing center - leffingwell: director spectrum health worth services: director/president visiting nurse services of western michigan: director/president carolyn wilson: beaumont medical group - hospital based services: former officer beaumont medical group - primary care services: former officer beaumont medical group - specialty services: former officer william beaumont hospital: former key employee”

“In february 2022 corewell health was formed by the merger of the beaumont and spectrum health systems. Corewell health brought two of michigan's most respected health systems together in pursuit of better health. We put our health and wellness at our core because when people are healthier, they live better. The system's new website is corewellhealth.org. Corewell health is an integrated health care system in michigan. Corewell health is driven by its mission to improve health, instill humanity and inspire hope. Our vision is a future where health is simple, affordable, equitable and exceptional and inspired by our values of compassion, collaboration, clarity, curiosity and courage. At our core, we are here to help people be well so they can live their healthiest life possible. The integrated health system has 22 hospitals, more than 300 outpatient locations and post-acute care facilities. It has about 64,000 employees including more than 11,500 physicians and advanced practice providers. During the year ended december 31, 2022, the corewell health integrated health system provided nearly $1.047 billion in community benefit programs in michigan. The community benefit activities included health clinics, research, donations, charity care, bad debts related to caring for the uninsured and underinsured, costs for government program patients, community partnership programs, health profession education, and discounted care under healthy michigan plan (under 250% federal poverty level). There are 31 subordinate organizations from the corewell health affiliated group that are part of this group return. Operations include hospital facilities, numerous clinical facilities and 2 fundraising foundations. The subordinates provide care to persons covered by governmental programs. Financial assistance is also provided for patients that are financially unable to pay for services provided. Corewell health foundation west michigan surpassed its goal for the first phase of its behavioral health initiative, which included a new youth behavioral health clinic and an expansion of the blue envelope suicide prevention program. Corewell health foundation southwest michigan celebrated the long-anticipated opening of the st. Joseph hospital pavilion. Philanthropic support was essential to this mission-critical facility dedicated to delivering world-class care to its communities. In addition to the integration of the two systems our teams go the extra mile for our patients and communities - and this dedication and commitment results in external recognition, awards and honors. Notable highlights for the year (in chronological order) included: epic awarded community connect accreditation to our digital services. Corazon, inc., accredited corewell health lakeland hospitals - st. Joseph hospital's transcatheter aortic valve replacement (tavr) program. The chartis center for rural health recognized corewell health big rapids hospital in its top 100 rural and community hospitals list. Healthgrades included corewell health william beaumont university hospital in its list of 24 leading hospitals in early covid care. Newsweek included corewell health beaumont grosse pointe, corewell health beaumont troy, corewell health butterworth, corewell health trenton and corewell health william beaumont university hospitals in its list of world's best hospitals 2022. The arbor day foundation recognized corewell health blodgett and corewell health butterworth hospitals as 2021 tree campus healthcare facilities. The economic alliance for michigan awarded its hospital patient safety award to corewell health beaumont troy, corewell health greenville and corewell health zeeland hospitals. The american association of critical care nurses granted helen devos children's hospital's pediatric intensive care unit and pediatric cardiac intensive care unitsilver-level status in its beacon award for excellence program. The american nurses credentialing center designated corewell health fa”

“Seramount included corewell health in its sixth annual seramount inclusion index. The u.s. Department of health and human services designated butterworth hospital a regional emerging special pathogen treatment center (resptc), one of 13 in the country. U.s. News & world report included corewell health rehabilitation and continuing care, farmington hills and corewell health rehab and nursing - fuller in its best nursing homes, 2022-2023 list. Gartner ranked corewell health #3 in its healthcare supply chain top 25 for 2022 list. The leapfrog group awarded a's in patient safety to corewell health big rapids, corewell health greenville, corewell health ludington, corewell health niles, corewell health st. Joseph and corewell health zeeland hospitals. The michigan spine surgery improvement collaborative (mssic) implemented a statewide recommendation to establish spine surgery treatment plans in line with those used at corewell health. Newsweek included three corewell health rehabilitation and nursing facilities on its list of the nation's best nursing homes of 2023. U.s. News & world report ranked corewell health blodgett, corewell health butterworth, corewell health gerber, corewell health greenville, corewell health pennock and corewell health zeeland hospitals as high performing in the area of maternity care (uncomplicated pregnancy). Helen devos children's hospital connected to the united network of organ sharing (unos)'s national transplant list for pediatric heart transplants, with the first transplant expected by spring 2023. Six out of corewell health's seven rehabilitation and nursing facilities received 5-star ratings from cms. Corewell health was named the #15 best place to work in it in 2023 by foundry's computerworld.”

“Deductible contributions the following organizations included in the group return received a payment in excess of $75 made partly as a contribution and partly for goods and services provided to the payor. Corewell health foundation west michigan (ein 38-2752328)”

“Other changes in net assets net investment activity from restricted net assets ($17,554,190) transfers to entities outside the group ($116,237,973) pledge write off $343,100 pension adjustment ($108,644,818) transfer to corewell health foundation west michigan ($3,651,031) valuation adjustment ($270,932,061) trans to/from lhf benton harbor/st. Joseph ($384,713) change in interest of lakeland care $489,884 net assets of beaumont affiliates $3,504,680,486 total $2,988,108,684”

“Audited financial statements the subordinates included in the group return are all audited on a consolidated basis.”

“Oversight of the audit the financial statements of the organization were audited by an independent auditor as part of the consolidated audit of corewell health (ein 38-3382353). The oversight of that audit is being assumed by corewell health; the parent organization of the corewell health group return.”

“All organizations included in the group return are covered by the general rule for determining contributions reportable on schedule b except for corewell health foundation west michigan (ein 38-2752328), lakeland health foundation benton harbor/st joseph (ein 38-2539929), and hospice at home inc (ein 38-2416086). Corewell health foundation west michigan, lakeland health foundation benton harbor/st joseph, and hospice at home inc are section 501(c)(3) organizations that met the 33 1/3 % support test of the regulations under sections 509(a)(1) and 170(b)(1)(a)(vi). Pursuant to the form 990 schedule b instructions contributions from any contributor that exceed the greater of (1) $5,000 or (2) 2% of the amount of total contributions, gifts, grants and other similar amounts received by the organization are reportable.”