St. Vincent Medical Group

“During the tax year ended 6/30/2019, 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, these questions are more appropriately answered as N/A.”

“c) Board evaluation of non-transactional conflicts - I. The board carefully reviews and scrutinizes any non-transactional conflict of interest (e.g., disclosure of nonpublic information, competition with CHI or a CHI entity, failure to disclose a corporate opportunity, excessive gifts or entertainment, etc.). II. In such circumstances, by a majority vote of the disinterested trustees, the board takes whatever action is deemed appropriate with respect to the trustee or corporate officer under the circumstances (including possible disciplinary or corrective action) to best protect the interests of CHI or the CHI entity. The board is encouraged to consult with the general counsel of CHI or his or her designee when considering disciplinary or corrective action. III. The conflicted trustee or corporate officer is not permitted to use his or her personal influence with respect to the conflict matter. However, if requested, such trustee or corporate officer is not prevented from briefly stating his or her position in the matter, nor from answering pertinent questions from trustees, as his or her knowledge may be relevant. The trustee or corporate officer is excused from the meeting during discussion and vote on the conflict of interest. d) Record of proceedings - with respect to board member and officer conflicts of interest, minutes of the board are expected to reflect the identity of the individual making the disclosure, the nature of the disclosure, discussion regarding any proposed transaction, the decision made by the board, and that the interested trustee or corporate officer was excused during the discussion, and that the interested trustee abstained from voting. D. Conflicts reporting: All conflicts of interest are reported by CHI as required by law, regulations, and policy.”

“According to the bylaws of st. Vincent medical group, 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 bylaws, directors shall be appointed or refused by the corporate member. The corporate member may appoint one or more individuals to the board of directors, and may at any time remove, with or without cause, any member of the board of directors. According to the organization's bylaws, directors of the corporation shall be appointed by the corporate member no later than june 30 of each year. The corporate member shall select the physician directors from a slate of qualified candidates provided to it by the board's nominating advisory committee. The corporate member may unilaterally appoint one or more individuals to the board of directors should the nominating advisory committee fail to furnish the corporate member with a list of individuals qualified to serve on the board of directors of the corporation. (chcf reserved rights) except as otherwise provided in the corporation's articles of incorporation or the laws of the state of organization, catholic health care federation ("chcf") shall have such rights as are reserved to the corporate member, acting in its capacity as the membership body of chcf, under the governance matrix.”

“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 CommonSpirit Health (ST. VINCENT INFIRMARY MEDICAL CENTER's sole corporate member) have reserved powers as outlined in the CommonSpirit Health 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 the ST. VINCENT MEDICAL GROUP * Approve removal of a member of the governing body of the ST. VINCENT MEDICAL GROUP * Adoption of long range and strategic plans for the ST. VINCENT MEDICAL GROUP The following rights are reserved to the CommonSpirit Health Board directly or through powers delegated to the CommonSpirit Health Chief Executive Officer: * Substantial change in the mission or philosophy of the ST. VINCENT MEDICAL GROUP * Removal of a member of the governing body of the 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 the ST. VINCENT MEDICAL GROUP * Approval of the sale of all or substantially all of the assets of the ST. VINCENT MEDICAL GROUP * To require the transfer of assets by the ST. VINCENT MEDICAL GROUP to CommonSpirit Health to accomplish CommonSpirit Health's goals and objectives, and to satisfy CommonSpirit Health debts. Pursuant to Section 5.5.2 of the organization's bylaws, ST. VINCENT INFIRMARY MEDICAL CENTER or CommonSpirit Health 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. (CHCF Reserved Rights) Except as otherwise provided in the Corporation's Articles of Incorporation or the laws of the State of organization, Catholic Health Care Federation ("CHCF") shall have such rights as are reserved to the Corporate Member, acting in its capacity as the membership body of CHCF, under the Governance Matrix.”

“Once the return is prepared, the return is reviewed by the chief financial officer. After the return is reviewed by the cfo, the commonspirit health tax department files the return with the appropriate federal and state agencies, making any nonsubstantive changes necessary to effect e-filing. Any such changes are not resubmitted to the cfo.”

“The organization has a conflicts of interest ("COI") policy (the "policy") in place to maintain the integrity of its activities. Through February 7, 2019, conflicts were administered solely through Catholic Health Initiatives' ("CHI") Governance Policy No. 1 (described below). On February 8, 2019, in connection with the alignment of the Catholic Health Ministries of CHI and Dignity Health, the CommonSpirit Health Board of Stewardship Trustees approved CommonSpirit Health Corporate Responsibility Policy No. G-001, a CommonSpirit Health conflicts of interest policy. This policy stipulates that, at minimum, the pre-closing CHI COI policies and pre-closing Dignity Health COI policies identify the individuals that are covered under the new policy. In addition, subject to certain exceptions, pre-closing CHI COI policies shall continue to apply to the CHI entities and the individuals who were subject to the Pre-Closing CHI COI policies; and the Pre-Closing Dignity Health COI policies shall continue to apply to the Dignity Health entities and the individuals who were subject to the Pre-Closing Dignity Health COI policies. Until CommonSpirit Health adopts a single process for identifying and managing conflicts of interest for all system entities, the following individuals shall be subject to the Pre-Closing CHI COI policies from and after the effective date of Corporate Responsibility Policy No. G-001: 1. Members of the CommonSpirit Health Board of Stewardship Trustees and members of the committees of the Board of Stewardship Trustees; 2. Corporate officers of CommonSpirit Health; 3. Members of the Board of Directors of Dignity Health and members of the committees of the Board of Directors of Dignity Health. CHI Governance Policy No. 1: The policy applies to the following persons: members of the CHI board of stewardship trustees and its committees; members of any CHI direct affiliate or subsidiary (each a CHI entity) board and their committees; employees of CHI entities, and all CHI researchers (as defined in the policy). Disclosure, review and management of perceived, potential or actual conflicts of interest are accomplished through a defined COI disclosure review process. A. Disclosure obligations: 1. Ongoing: Each person is required to promptly and fully disclose 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 disclose the actual or potential conflict as soon as she/he becomes aware of it. In any situation in which the person is in doubt it is expected that full disclosure be made to permit an impartial and objective determination as to the existence of a conflict. 2. Periodic written: In addition to the ongoing disclosure obligation, periodic written conflict of interest disclosure forms must be completed as follows: a) Initially: 1) Upon hiring (employees), 2) Appointment (board / committee members), 3) Upon consideration of affiliation with research sponsor (researchers). b) Annually: 1) Board / committee members, 2) Employees at the level vice president or above, 3) Researchers, 4) Supply chain employees at the level of vice president and above and those employees involved in contracting regardless of employment level, 5) Other employees as determined by CommonSpirit Health leadership. 3. Failure to disclose - an individual who fails to disclose a perceived, potential, or actual conflict of interest, or all material facts surrounding an actual or potential conflict or fails to abide by the final decision regarding the conflict may be subject to disciplinary or corrective actions such as termination of employment, removal from a board or committee, loss or restriction of clinical privileges, or restrictions on research activities in accordance with applicable laws, regulations, rules, contracts, and bylaws. B. Conflicts review: 1. No disclosed conflicts: In the absence of perceived, potential or actua”

“The organization's financial statements, conflict of interest policy and governing documents are available to the public upon request. The organization's financial statements are included in CommonSpirit Health's consolidated audited financial statements that are available at www.commonspirit.org or www.catholichealthinitiatives.org.”

“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 eighteen clinic locations and three hospital locations through eighty-four 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.”

“As an affiliate of CommonSpirit Health, we make the healing presence of God known in our world by improving the health of the people we serve, especially those who are vulnerable, while we advance social justice for all.”