St. Vincent Medical Group

“The organization's top management official's compensation is paid by Catholic Health Initiatives (CHI), a related organization. CHI has a defined compensation philosophy. Both the executive and non-executive compensation structures and ranges are reviewed annually in comparison to market data. CHI uses The Hay Group as the independent third party to assess executive compensation programs and to ensure the reasonableness of actual salaries and total compensation packages. Compensation of the senior most executives is reviewed annually. The Hay Group reviews both cash and total compensation for overall reasonableness, for adherence to CHI's compensation philosophy, and for comparability to the not-for-profit healthcare market. This independent review is delivered by Hay Group to the HR committee of the CHI Board of Stewardship Trustees annually at their September meeting and minutes are shared with the full board at the December meeting. The last review was September 14, 2015. In addition, Hay Group completed a comprehensive review of all positions at the level of vice president and above in the fall of 2014 to determine and validate appropriate compensation levels. These levels have been reviewed annually since and revised based on market data, where applicable.”

“During the tax year ended 6/30/15, no officers, directors or trustees received compensation from the organization. Any executive compensation paid to officers, directors or trustees by related organizations was set by the related organization's compensation committee utilizing both an independent consultant and comparability studies to determine compensation. Therefore, this question is more appropriately answered as n/a but has been answered "no" in accordance with form 990 instructions.”

“According to st. Vincent medical group's articles of incorporation, the entity's sole member is st. Vincent infirmary medical center d/b/a st. Vincent health system, an arkansas nonprofit corporation.”

“According to the organization's articles of incorporation, the right to select the directors of the corporation is reserved to the sole corporate member. The corporate member may unilaterally appoint directors as needed to fill expired terms or vacancies, and may remove, with or without cause, any member of the board of directors.”

“The organization's corporate member is St. Vincent Infirmary Medical Center. Pursuant to Section 5.4 of the organization's bylaws, both St. Vincent Infirmary Medical Center and Catholic Health Initiatives ("CHI") (St. Vincent Infirmary Medical Center's sole corporate member) have reserved powers as outlined in the CHI governance matrix. Pursuant to the governance matrix the following rights are held by the St. Vincent Infirmary Medical Center Board: *Approve members of the St. Vincent Medical Group board *Amendment of the corporate documents of St. Vincent Medical Group *Approve removal of a member of the governing body of St. Vincent Medical Group *Adoption of long range and strategic plans for St. Vincent Medical Group The following rights are reserved to the CHI Board directly or through powers delegated to the CHI Chief Executive Officer: *Substantial change in the mission or philosophy of St. Vincent Medical Group *Removal of a member of the governing body of St. Vincent Medical Group *Approval of issuance of debt by St. Vincent Medical Group *Approval of participation of St. Vincent Medical Group in a joint venture *Approval of formation of a new corporation by St. Vincent Medical Group *Approval of a merger involving St. Vincent Medical Group *Approval of the sale of all or substantially all of the assets of St. Vincent Medical Group *To require the transfer of assets by the St. Vincent Medical Group to CHI to accomplish CHI's goals and objectives, and to satisfy CHI debts. Pursuant to Section 5.5.2 of the organization's bylaws, St. Vincent Infirmary Medical Center or CHI may, in exercise of their approval powers, grant or withhold approval in whole or in part, or may, in its complete discretion, after consultation with the Board and its President and the Chief Executive Officer of the organization, recommend such other or different actions as it deems appropriate.”

“The cfo is responsible for reviewing the final tax return prepared by the chi tax department. Any questions or discrepancies are resolved prior to filing the return. The tax department files the return with the appropriate federal and state agencies, making any-nonsubtantive changes necessary to effect e-filing. After the return has been filed, a copy is presented at the finance committee meeting and board meeting.”

“Catholic Health Initiatives ("CHI") has a Conflicts of Interest ("COI") policy in place to maintain the integrity of all of its activities. The policy applies to CHI Board of Stewardship Trustees and members of its committees; all board and board committee members of CHI Entities; all CHI employees; all CHI physicians (both employed and non-employed) and all physician administrators and leaders; advanced practice clinicians (both employed and non-employed); and all CHI research personnel (both employed and non-employed). Disclosure, review and management of perceived, potential or actual conflicts of interest are accomplished through a defined COI disclosure process. Each person has a general ongoing obligation to promptly and fully report to his/her direct manager, supervisor, medical staff office, board or board committee chair any situation or circumstance that may create a conflict of interest. The person must report the actual or potential conflict as soon as she/he becomes aware of it. In any situation where the person may be in doubt, a full disclosure should be made to permit an impartial and objective determination. In addition to the general ongoing obligation, there are initial disclosure obligations. The board, board committee members, and new employees are required to make disclosures at the time of their initial hiring/appointment. All non-employed, credentialed or contracted physicians are required to make disclosures at the time of their credentialing and during any subsequent reappointment or recredentialing. All researchers are required to make disclosures upon consideration of affiliation with a research sponsor. In addition to the general ongoing and initial disclosure obligations, there is an annual disclosure obligation. All corporate officers, board and board committee members, employees at the level of manager and above, researchers, supply chain employees, employed physicians, physician administrators and leaders, and employed advanced practice clinicians must complete a new conflict of interest disclosure annually. Disclosures of perceived, potential or actual conflicts involving financial interests are forwarded to the Conflicts of Interest Review Committee ("C-CIRC") or Legal Services Group for review depending on the position of the person involved. The C-CIRC reviews COI questionnaires containing disclosures of perceived or possible conflicts for employees at a level of manager or above, supply chain employees, researchers and physicians, physician administrators and leaders, and advanced practice clinicians (both employed and non-employed). In the determination of a conflict, a COI management plan will be developed for that person. With respect to those audiences for which the C-CIRC has review responsibility, the C-CIRC will facilitate development of any such conflict of interest management plan in collaboration with local CRP staff. A designated CHI Entity staff will be responsible for monitoring the COI management plan and for documenting monitoring activities. At its sole discretion, a CHI Entity may reject a Person's request to enter into the relationship in question, or require the relationship be sufficiently altered to avoid a potential COI. If the C-CIRC determines that there is a potential or actual conflict of interest that does not currently have appropriate controls to address the conflict of interest, it may recommend that the disclosing person be allowed to participate in the activity or transaction subject to restrictions as outlined in the COI management plan. If a Person does not agree with a determination made by the C-CIRC, its interpretation of the Policy or Addenda, or seeks an exemption or exception, the following steps should be followed. The Employee disputing the review decision, interpretation of the Policy, or seeking exemption or exception must present the matter to the Employee's immediate direct manager or supervisor for review and determination. If the Employee and”

“The organization's financial statements are included in catholic health initiatives' consolidated audited financial statements that are available at www.catholichealthinit.org or at www.dacbond.org. The organization's governing documents and conflict of interest policy are available upon request from the administration department. In addition, the governing documents are available from the arkansas secretary of state.”

“St. Vincent medical group (svmg) is an arkansas nonprofit corporation that was created to provide medical services in the little rock, arkansas metropolitan area. Svmg owns and operates physician clinics and related facilities and engages in activities designed to promote the health care needs of the community, including the provision of health care services by physicians and other health care professionals. Svmg currently provides physician services at twenty-one clinic locations and three hospital locations through sixty-two physician employees. Svmg provides a broad range of professional medical services at its clinics of the type normally provided at outpatient clinics. These clinics provide the health care services of non-physician professionals, including a nurse practitioner and nurses. Svmg also provides ancillary services, including radiology (including screening mammography, bone densitometry scanning, and general extremity and chest x-ray), clia-waived laboratory testing, treadmill stress testing, ekg, pulse oximetry, audiometry, physical therapy, injection and ultrasound services. Svmg provides medical care services on a nondiscriminatory basis to all persons in the community. Svmg participates in the medicare and medicaid programs in a nondiscriminatory manner. In addition, svmg provides health care services to all individuals regardless of ability to pay, in accordance with svmg's charity care policy. In addition, svmg requires each employed physician to cooperate with the community service activities consistent with furtherance of svmg's charitable mission, including the physician's participation in community health and wellness education, community service activities and treatment of indigent and charity care patients. Svmg's sole corporate member is st. Vincent infirmary medical center (svimc), an arkansas nonprofit corporation that is exempt from federal income tax as an organization described under 501 (c)(3) of the internal revenue code.”

“The mission of the corporation is to nurture the healing ministry of the church, supported by education and research. Fidelity to the gospel urges the corporation to emphasize human dignity and social justice as it creates healthier communities. The corporation, sponsored by a lay-religious partnership, calls other catholic sponsors and systems to unite to ensure the future of catholic health care. To fulfill this mission, the corporation, as a values-based organization, will assure the integrity of the ministry in both current and developing organizations and activities; research and develop new ministries that integrate health, education, pastoral, and social services; promote leadership development and formation for ministry throughout the entire organization; advocate for systemic changes with specific concern for persons who are poor, alienated, and underserved; and steward resources by general oversight of the entire organization.”