St. Joseph Home Care Network

“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 2018 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 It is St. Joseph Health System's intention to make financial information accessible and transparent. Although the filing of Form 990 provides insight into how St. Joseph Health System achieves its Mission, delivers its programs and stewards its finances, deciphering the information directly from Form 990 can be challenging. The following paragraphs provide further information about the process we use to determine compensation for top management, officers and key employees. St. Joseph Health System has a single fiduciary Board, with responsibility for financial oversight associated with fulfillment of the St. Joseph Health System Mission, developing system policies, protecting the assets entrusted to the organization and overseeing the strategic and operational affairs of St. Joseph Health System's legal entities. St. Joseph Health System also maintains a network of community ministry boards with responsibility for quality of care oversight, community relations, advocacy and community needs assessments. St. Joseph Health System has a consistent compensation philosophy for all of its officers, including our senior executives. Salaries for senior executives are reviewed by the Providence St. Joseph Health Committee and approved by the full Board of Directors, none of whom is a St. Joseph Health System employee. The Board retains an independent consultant each year to review salaries of those in the most significant leadership roles in the organization. Part of the consultant's role is to review an extensive array of compensation surveys of large, not-for-profit health care systems in the United States. St. Joseph Health System is one of the larger health systems in the country, and as such, the Board benchmarks executive compensation against other large, not-for-profit health systems whose revenue is similar to that of St. Joseph Health System. Additionally, St. Joseph Health Systems labor market continues to spread across health care and into general industry. Because of this, St. Joseph Health System also takes into consideration general industry for-profit market data, where applicable. Base salaries for St. Joseph Health System executives are generally targeted to the median level of the market, as identified by the independent consultant and reviewed with the Executive Compensation Committee. The President/CEO utilizes the market information provided by the consultant along with formal performance evaluations, to determine salary recommendations for other senior executives. This process includes a rigorous analysis of those recommendations with the Executive Compensation Committee as a part of the review and approval process. Performance incentives allow executives to earn additional compensation if they achieve specific organizational goals for furthering St. Joseph Health System operating commitments and strategic objectives. The Board of Directors conducts a thorough process to ensure performance incentives are aligned with appropriate market practices. The Board's process for executive compensation fully complies with IRS standards and mirrors best practices. THE LAST REVIEW WAS PERFORMED BY ST. JOSEPH HEALTH SYSTEM IN SEPTEMBER 2016.”

“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 home care network was included in consolidated, independent audited financial statements for providence st. Joseph health for the period ended december 31, 2017. As such, audited financial statements were not prepared for the tax year ended june 30, 2017. The reporting organization will change its tax year end to december 31 for 2017. Form 990, part v, line 1 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 ($117,547)”

“Description:medical physicians total fees:6816”

“Description:consulting total fees:236332”

“Description:contract labor registry nurse total fees:1208079”

“Description:contract labor phys therapist total fees:2850471”

“Description:contract labor occ therapist total fees:399798”

“Description:contract labor total fees:11871”

“Description:other purchased services total fees:107449”