Villa St. Francis

“Our lady of the lake hospital, inc. (an irc section 501(c)(3) organization) is the sole member of villa st. Francis, inc.”

“Our lady of the lake hospital, inc., as the sole member of villa st. Francis, inc., retains the power to appoint and remove the members of the board of trustees and officers of villa st. Francis, inc.”

“OUR LADY OF THE LAKE HOSPITAL, INC., as the sole member of the VILLA ST. FRANCIS, INC., reserves the following powers: 1. To change philosophy, objectives and purposes of corporation; 2. To amend, alter, modify or repeal the Articles of Incorporation and Bylaws of the corporation; 3. To authorize merger, consolidation, or affiliation, or participate in joint ventures; 4. To dissolve and to distribute assets of the corporation; 5. To appoint and/or terminate with or without cause the Chief Executive Officer of the corporation; 6. To acquire, purchase, sell, lease, transfer, or encumber any immovable property on behalf of the corporation; 7. To add to or incur long-term debt in excess of $5 million by the corporation; 8. To appoint the fiscal auditor for the corporation; 9. To approve any increment or addition to the capital debt or efforts to renegotiate, modify or charge the existing capital debt obligations of the corporation; 10.To approve the annual operating and capital budgets of the corporation; and 11.To approve a strategic business plan of the corporation. 12.TO APPOINT OR REMOVE THE MEMBERS OF THE BOARD OF TRUSTEES AND OFFICERS OF THE CORPORATION.”

“Villa st. Francis has a comprehensive conflict of interest policy that requires each officer, trustee, board committee member and employee to complete a conflict of interest disclosure statement annually. Completed disclosure forms are reviewed and maintained by the chief compliance officer. If any trustee, board committee member or senior manager has a potential conflict, the executive committee of the board determines whether action needs to be taken and communicates any such action to the individual. A potential conflict of any other employee is reviewed by the ceo or his designee. The executive committee, ceo or designee, as applicable, determines if a conflict of interest exists or creates the appearance of impropriety. If such a determination is made, the individual will be excused from participating in the business decision. During the year, any change to the information in the disclosure statement must be disclosed promptly to the chief compliance officer, who takes appropriate action. The process also requires affirmation from each individual that he or she (a) has received a copy of the conflict of interest policy; (b) has read and understands the policy; (c) has agreed to comply with the policy; and (d) understands that villa st. Francis is a charitable organization and that, in order to maintain its federal tax exemption, it must engage primarily in activities which accomplish one or more of its tax-exempt purposes. In addition to the above, villa st. Francis provides mechanisms for confidential reporting of compliance issues. These mechanisms include an anonymous hotline and web site where individuals may raise issues, seek clarification, and report possible conflicts of interest or other concerns. These reports of possible conflicts of interest are reviewed and investigated by the corporate compliance department and appropriate action is taken.”

“Villa st. Francis makes its governing documents, conflict of interest policy, and financial statements available upon request.”

“Other related tax exempt organizations set the compensation and pay the executives. That board of directors designates the compensation committee, made up of independent board members, to review and set the compensation annually of executives and key employees. The compensation committee obtains and relies upon comparable data including industry-wide compensation information from outside sources. The compensation committee reviews compensation packages and appropriate compensation is determined and approved. The basis for determination is then documented by the compensation committee.”

“After preparation of the form 990 by kpmg llp, management reviewed the form 990. A copy of the form 990 was provided to the organization's governing body before it was filed with the irs.”

“Throughout the tax year, the organization had a conflict of interest policy, document retention policy, and a whistleblower policy in place although they were not approved by the organization's board of directors before june 30, 2020. The conflict of interest policy and the document. Retention policy have, however been approved by the board of directors of our lady of the lake hospital, inc.(the organization's sole-member).”

“Villa st. Francis hereby makes the de minimis safe harbor election under section 1.263(a)-1(f) of the treasury regulations, effective only for the tax year ending june 30, 2020. Taxpayer has an applicable financial statement for the year of the election. This election permits the taxpayer to deduct for tax purposes any item deducted under its book policy that does not exceed $5,000 per invoice (or per item, as substantiated by the invoice) or items having an economic useful life of twelve months or less as described in section 1.263(a)-1(f)(1)(ii).”

“Villa st. Francis is making the election under treas. Reg. 1.263(a)-3(n) to capitalize those repair and maintenance costs that it treats as capital improvements on its books and records for the tax year ended june 30, 2020.”