St. Joseph Home Care Network

“Delegation of control over management duties interim executive director was a consultant for july, august, and one half of september 2015. The consultant performed executive management services, including managing daily operations. The consultant was from the corridor group. Compensation paid for these services during this period was $52,500.”

“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 2017 meeting. During the full board meeting, members of the finance department are 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 for determining compensation the organization's executive director is paid by a tax exempt related organization, santa rosa memorial hospital, and is disclosed as a person paid by a related organization. All executives are compensated by related organizations. Executive compensation is approved by the respective organization's executive management committee, which is comprised of independent persons. The committee reviews comparability data prepared for and compiled by the st. Joseph health system worklife committee, a committee of the st. Joseph health system board of trustees comprised of independent members. The st. Joseph health system worklife committee acts in accordance with a committee charter approved by the st. Joseph health system board of trustees and an executive compensation philosophy. The charter directs the st. Joseph health system worklife committee to administer the executive compensation program and to approve program changes, as necessary, to ensure alignment with the stated philosophy and ensure continued compliance with federal and state regulations on behalf of the st joseph health system board of trustees. Overall, the philosophy is intended to reward a broad spectrum of high organizational and individual performance expectations, as well as retention of key management talent. The executive compensation philosophy defines the market for administering compensation as a comparable set of the profit and not-for-profit health care delivery systems. St. Joseph health system provides compensation to its executives in the form of base salary, an annual incentive program, and benefits. To ensure compensation philosophy adherence and general fair market value compensation, the committee regularly reviews information from multiple sources of market data and engages legal counsel and consulting support, as needed. They use this information to support ongoing effectiveness and administration of the program. The st. Joseph health system worklife committee meets at least 3 times a year and takes action in executive session. These actions are documented in detailed minutes and approved in subsequent meetings. A full compensation review is conducted on a biennial basis and the last review was performed in june 2016. During the year, the srm alliance hospital services executive management committee reviewed and approved any changes in compensation for key executives predicated on the analysis and recommendation by an independent third party consulting firm with expertise in healthcare executive compensation. In addition, annual incentive awards are reviewed and approved prior to payment consistent with the most recent compensation biennial review and in accordance with the plan document. These actions are documented in detailed minutes which are subsequently approved at the committee meeting.”

“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.”

“St. Joseph health system (sjhs) pays all vendors for sjh entities under sjh ap shared services. Therefore, sjhs issues form 1099-misc under its tax id. Sjhs complies with backup withholding rules for reportable payments to vendors.”

“Other changes in net assets equity transfer to st. Joseph health system for cip projects ($95,613)”

“Description:medical physicians total fees:10011”

“Description:consulting total fees:510715”

“Description:contract labor registry nurse total fees:739696”

“Description:contract labor phys therapist total fees:1660858”

“Description:contract labor occ therapist total fees:249485”

“Description:contract labor total fees:124904”

“Description:purchased services total fees:114446”