Covenant Homecare

“In 2018, the Covenant Health system-wide bylaws were amended to provide that new directors who have not previously served on the board will be elected to an initial one-year term instead of three years (the previous standard). Amendments also grant authority to the compensation committee to negotiate and approve the CEO's compensation. The bylaws were also amended to authorize the board to establish special board committees which may be terminated by resolution of the board. The chairman of the board may establish special board committees to advise executive leadership, other board committees or the full board. Committees may be composed of elected or ex-officio board members. Also in 2018, Covenant Health adopted system-wide medical staff bylaws. The bylaws created two new committees: System Quality Committee and System Credentials and Clinical Standard Committee. The System Quality Committee consists of licensed physician voting board members, other appointed voting board members, Covenant Health's CEO, and the chiefs of staff of Covenant Health system hospitals. The committee shall review quality of patient care, perform other duties assigned in the system-wide medical staff documents, receive and review proposed amendments to the medical staff documents and make recommendations to the board, initiate quality-related investigations, and act as a Quality Improvement Committee as defined under Tennessee law. The System Credentials and Clinical Standard Committee consists of licensed physician voting board members and other appointed board members. Covenant Health's VP of Hospital Operations, Chief Medical Officer, and Chief Nursing Officer shall also serve as non-voting members of the committee. The committee shall develop and implement system-wide clinical standards, perform other duties as outlined in the medical staff documents, make determinations regarding routine credentialing matters and medical staff appointments/terminations, and act as a Quality Improvement Committee as defined under Tennessee law. Other 2018 amendments to the governing documents were not considered significant.”

“Covenant Health is the sole member of Covenant Homecare.”

“Covenant Health's board of directors also serves as the board of directors for Covenant Homecare.”

“Governance decisions of Covenant Homecare are subject to approval of the sole member, Covenant Health.”

“The Covenant Health board of directors has delegated to its Finance Committee the full power and authority of the board to receive, review, approve, authorize the filing of, address and resolve audit or review issues, and otherwise take all action required or appropriate relative to IRS Forms 990 and other applicable tax filings. Prior to filing Form 990, management reviews with the committee the returns, discusses any material variations in the Form 990 as compared to those to be filed by the organization's affiliates, and answers any questions. At the conclusion of review and discussion, the Finance Committee approves the Form 990.”

“Board members, officers, and employees are required to adhere to rules and policies regarding conflicts of interest. Covenant Health, the parent company of the organization, distributes a board-approved Code of Conduct to all employees. The Code covers among other subjects, conflicts of interest. Additionally, managers are required to complete and sign a bi-annual management certification that addresses conflicts of interest. Board members' conflicts of interests are addressed in the corporate bylaws, and board members are required to complete and sign a conflict of interest questionnaire on an annual basis. The Integrity Compliance Office maintains records that contain conflict of interest information obtained from board members, officers, and key employees. These records are available to be queried prior to engaging in business transactions. The Chief Compliance Officer initially reviews all conflict of interest data. Based on this information, the officer determines what conflicts of interest exist at that point in time. Between times when surveys are collected, board members are expected to disclose any new conflicts that have arisen that affect pending board decisions. Officers and other employees are expected to report conflicts to the Chief Compliance Officer as they arise. Depending on the nature of the conflict and the circumstances surrounding the conflict and transaction, the Chief Compliance Officer, senior leadership, or the board of directors may review the conflict of interest. When appropriate, these parties may also consult legal counsel. Restrictions imposed on persons with a conflict of interest are determined on a case by case basis. For Covenant Health employees, the Chief Compliance Officer in conjunction with Covenant Health Executive Leadership determines how to appropriately manage the conflict. In any conflict involving a board member, such member is expected to recuse himself or herself from voting on matters related to the conflict.”

“Form 990, Part VI, Section B, Line 15a: Overall compensation policies for Covenant Homecare, Covenant Health (Parent Company), and affiliates are set by the Compensation Committee of the board of directors, ("the Committee"), which is comprised of independent members of the board. The Committee is guided in its decision-making process by an independent, nationally-recognized executive compensation consultant experienced in advising nonprofit hospital boards. The Covenant Health CEO is compensated by Covenant Health, and a detailed description of the compensation process is included on Covenant Health's Form 990. The process for Covenant Homecare's CEO is included in response to Part VI, Section B, line 15b. Form 990, Part VI, Section B, Line 15b: Base salary and annual bonus opportunities for John Huskey, President and Chief Administrative Officer, are set by the Covenant Health CEO in consultation with the Senior Vice President-Human Resources, subject to approval of the Compensation Committee of the Covenant Health board of directors ("the Committee"), after review by and discussion with the executive compensation consultant ("the Consultant") to ensure that total compensation is reasonable and within a fair market value range. Salary ranges are based upon the recommendations of the Consultant made after comparison with similar jobs in similar size health systems across the nation. Bonuses are recommended by the CEO and approved by the Committee conditioned upon receipt of a written opinion from the Consultant that total compensation for the executive is reasonable and consistent with fair market value. Base salary is initially targeted at midpoint and may vary according to market conditions, performance, tenure, experience, special skills or qualifications, recruitment and retention challenges, and other relevant factors. Annual bonuses are designed to award 0-35% of base salary based upon system performance and accomplishment of certain targets established by the CEO. Base salaries and annual bonus opportunities for other officers and key employees are based on targets established by historical compensation consultant data and the Covenant Health Compensation department. Salary ranges are based upon comparison with similar jobs in similar size health systems across the nation. Base salaries and bonuses are approved by Executive Leadership predicated upon performance, and are reasonable and consistent with fair market value. Base salaries are initially targeted at midpoint and may vary according to market conditions, performance, tenure, experience, special skills or qualifications, recruitment and retention challenges, and other relevant factors. Annual bonuses are designed to award 0 - 20% of base salary based upon system performance and accomplishment of certain targets established by Executive Leadership.”

“Covenant Homecare files a Joint Annual Report containing financial information with the Tennessee Department of Health. Per its tax-exempt bond provisions, Covenant Health, the parent company of the organization, is required to file quarterly and annual consolidated and obligated group financial statements and other documentation with various bond insurers and other agencies, including the Electronic Municipal Market Access (EMMA) service of the Municipal Securities Rulemaking Board (MSRB). Any member of such a repository has access to these financial statements. The organization's governing documents and conflict of interest policy are not made publicly available.”

“Transfers of Capital 726,527.”