Covenant Homecare

“Board members James Fitzsimmons and James Gibson have a business relationship as they serve as board members of portfolio companies owned by Liberty Hall Capital Partners, a taxable entity unrelated to Covenant Health and its affiliates.”

“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 distributes a board-approved Code of Conduct to all employees. The Code covers among other subjects, conflicts of interest, and requires disclosure and resolution of employee conflicts of interest. Additionally, officers, employed physicians, and highly compensated employees are required to complete and sign an annual conflict of interest disclosure statement. 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 employees. These records are available to be queried prior to engaging in business transactions. The Chief Compliance Officer reviews 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.”

“IMPACT OF COVID-19 In March 2020, the outbreak of the coronavirus disease 2019 ("COVID-19") was declared a public health emergency published by the Department of Health and Human Services and declared a national pandemic by the World Health Organization. The COVID-19 pandemic had a major impact on the operations of all hospitals and affiliates included within the Covenant Health System during 2020 and 2021. In 2020, hospitals were learning how to respond to the virus and how to protect patients, staff and the community. Covenant Health hospitals were negatively impacted by reductions in elective surgeries, diagnostic procedures, and physical therapy. Additionally, non-COVID patient volumes were down at times in 2020, creating unique staffing issues. From July 2020 through February 2021 and from August 2021 through November 2021, the hospitals were challenged with an increased surge of COVID-19 cases within East Tennessee, which increased patient loads to sometimes maximum capacity. Knox County, Tennessee was labeled a coronavirus hot spot while all available hospital staff were working diligently to save lives and help reduce the spread of the virus in the community. Hospitals were adding beds and working to secure the needed equipment to serve COVID patients. In 2021, costs of medical supplies, including Personal Protective Equipment, continued to rise. Employment costs escalated as hospitals dealt with staff fatigue and turnover. Covenant Health created new incentives, such as retention bonuses, sign-on bonuses, and shift differentials; however, staffing levels were consistently less than demand and hospitals were forced to pay travel nurses at much higher rates. As a system, Covenant Health once again implemented a system-wide retention bonus plan for all employees and continued to seek ways to encourage healthcare workers across all hospitals. Government support, including the Coronavirus Aid, Relief, and Economic Security Act ("CARES Act"), provided essential funding to hospitals and other healthcare entities. In 2020, CARES Act Provider Relief Funds and applicable state grants helped offset costs including the following: establishing a COVID unit at the hospitals, providing face shields for all patient-facing employees, adding screeners at all points of entry, adding COVID testing as an additional screen for patients exhibiting symptoms, subsidizing increased costs of PPE and lab supplies, coordinating and administering the COVID vaccine to employees and throughout the community, and subsidizing financial losses caused by significant declines in volumes due to cancelled and postponed procedures. In 2021, Federal and state grants (included as government grants in Form 990, Part VIII) continued to be used to subsidize the rising costs of retaining staff and providing quality care. While 2020 and 2021 were difficult and challenging years for healthcare organizations around the world, including Covenant Health, they were also years rich in learning and abundant blessings. A strong balance sheet and innovative ways to meet the challenges presented by the coronavirus, coupled with generosity from the community meant that each hospital could continue to deliver award-winning care throughout the East Tennessee community.”

“Transfers of Capital -6,558.”