St. Joseph Home Care Network

“Delegation of control over management duties interim executive director is a consultant. For fiscal year 2015, there was one consultant who performed executive management services, including managing daily operations. The consultant was from the corridor group. Compensation paid for these services during this period was $252,000.”

“Description of members of stockholders the corporate members for st. Joseph home care network are st. Joseph hospital of eureka, redwood memorial hospital, queen of the valley medical center and santa rosa memorial hospital.”

“Description of classes of persons and the nature of their rights all nominees shall be appointed to the corporation's board of trustees by the corporate members, subject to approval of st. Joseph health system, except those nominees who are members of the sisters of st. Joseph of orange who shall be nominated by the corporate member of st. Joseph health system and shall require no further approval.”

“Descr classes of persons, decisions req appr & type of voting rights the reserved rights in our tiered governance structure contemplate approval by the corporate members of financing, budgets, unbudgeted expenditures of defined amounts, strategic plan, appointment of auditors, creation or investment in a legally recognized entity, joint ventures, purposes, sale or disposition of real property, merger or sale of substantially all assets, appointment and removal of trustees, adoption or amendment of articles or bylaws. The corporate members for st. Joseph home care network are st. Joseph hospital of eureka, redwood memorial hospital, queen of the valley medical center and santa rosa memorial hospital.”

“Process used by management and/or governing body to review 990 the form 990 is prepared by the finance department based on information received from various departments of the organization, as applicable. The form 990 is then reviewed by an officer of the organization. A copy of the form 990 filing is distributed to all voting members of the board for the may 2016 meeting. During the full board meeting, members of the finance department present and discuss certain disclosures and information included in the form 990.”

“Officers, trustees and key employees are required to disclose the existence and nature of any actual, apparent, or potential conflicts of interest he/she may have that might result in or have the appearance of a conflict in connection with that individual satisfying their fiduciary obligations to the organization. Disclosures shall be made promptly any time an actual, apparent or potential conflict of interest arises and before the consummation of any contract, transaction or arrangement that is the subject of the potential conflict of interest. With guidance from the st. Joseph health system chief compliance officer (cco), the chief executive and/or the governing board chairperson, as appropriate, considers the matter initially. If the matter cannot be resolved at that level, the matter is escalated to the cco. The cco, in consultation with the st. Joseph health system general counsel, reviews the matter and presents recommendations to the governing board and/or board committee, as appropriate, for discussion and vote. The individual whose potential conflict is being reviewed may be requested to be present during any meeting in which the board or board committee conducts its evaluation but shall be excused for any discussion or vote. Once all necessary information has been obtained, the committee conducts its evaluation and forwards its findings and recommendations to the sjhs chief compliance officer. If the committee determines an unresolved conflict of interest exists, the committee will evaluate and recommend conflict mitigation strategies. The sjhs chief compliance officer, in consultation with sjhs general counsel, will review the committee findings, recommendations, and mitigation strategies, and present recommendations to the board for discussion and vote.”

“Process used to determine compensation the st. Joseph home care network executives are paid by a related organization.”

“Avail of gov docs, conflict of interest policy & fin stmts to gen public the organization makes its governing documents, conflict of interest policy and financial statements available to the public upon request. The sjhs community benefit reports, financial reports, and philanthropy reports are also available on the sjhs internet site.”

“Board member independence per the bylaws of st. Joseph home care network, trustees are employees of either the reporting organization or a related organization. As they receive compensation for their employment, they are not considered to be independent.”

“Other fees for services total program service mgmt & gen contractual clinic $974,443 $974,443 contract reg. Nurse $374,750 $374,750 consulting $172,788 $138,230 $34,558 other contract services $472,607 $378,086 $94,521 other purchased services $82,628 $66,964 $15,664 ------------------------------------------- total $2,077,216 $1,932,473 $144,743”

“Other changes in net assets equity transfer to st. Joseph health system for cip projects ($78,481) grant expenses booked directly to temp restricted assets (8,322) ----------- total ($86,803)”