United States Catholic Conference

Form 990, Part VI and XI

“FORM 990, PART VI, SECTION A, LINE 6 The organization has a sole corporate member, Dignity Health, a 501(c)(3) exempt organization. FORM 990, PART VI, SECTION A, LINE 7A Dignity Health, as the sole corporate member, ratifies the selection of members and the Dignity Health Board approves new Board members of the organization. FORM 990, PART VI, SECTION A, LINE 7B Reserved rights of the corporate member include adoption of mission and philosophy statements, amendment or restatement of articles of incorporation and bylaws, dissolution of the corporation, acquisition of another corporation, creation of a new subsidiary, merger or consolidation with another corporation, participation as a general or limited partner in any venture, incurring long-term indebtedness in excess of normal operating requirements, ratification of board member appointments and dismissals, selection and removal of independent auditors, and transactions outside the ordinary course-of-business. FORM 990, PART VI, SECTION A, LINE 8B The organization does not have a separate committee with authority to act on its behalf. FORM 990, PART VI, SECTION B, LINE 11B The Form 990 was reviewed by Dignity Health Corporate Tax Department along with an independent, outside accounting firm engaged to review the return. The return was also reviewed by the CFO and the CEO of the organization. The Form 990 was not presented to the entire MMT Board of Directors prior to filing. FORM 990, PART VI, SECTION B, LINE 12C THE ORGANIZATION HAS ADOPTED DIGNITY HEALTH'S CONFLICTS OF INTEREST POLICY. Under such policies, the EVP/General Counsel is responsible for collecting, reviewing and validating annual disclosures of all covered persons (i.e., Board and Board Committee members, officers and executive leadership, key employees, management personnel at the vice president level and above, and any other personnel at his or her discretion). All covered persons are required to disclose real or potential conflicts arising from the business, financial and personal interests held by such covered persons or their family members. Covered persons are required to disclose to their superiors and to relevant decision makers any interest that may present a conflict, or the appearance of a conflict of interest. Such disclosure is required on a transactional basis at the time such conflicts arise, when an individual becomes a covered person, and annually thereafter. Each covered person is required to certify at least annually that he/she: (1) has received a copy of the policy applicable to his/her position; (2) has read the policy and understands said policy; and (3) agrees to comply with all requirements of the policy, including completing the conflicts of interest disclosure statement as required by the policy. The President/CEO and EVP/General Counsel prepare annual reports of reported conflicts of interest, which are provided to the Board of Directors, Committee Chairs, and key leaders of the organization to enable responsible individuals to monitor and manage disclosed conflicts of interest and assure decisions are made in the organization's best interests. The procedures for addressing a conflict of interest related to a proposed transaction include, but are not limited to, the following: (1) the conflicting interest is fully disclosed to the Board of Directors, members of Board Committees with subject matter jurisdiction and any other relevant decision-makers; (2) the interested person responds to factual questions related to the substance of the transaction or arrangement being considered, after which he/she shall leave the meeting; (3) the interested person is excluded from the discussion and approval of such transaction; (4) if warranted, alternatives to the proposed transaction are investigated, and competitive bids or comparable valuations are obtained; (5) the transaction or action is approved by a majority of disinterested persons, consistent with any requirements of bylaws or policies; a”