Christus Spohn Health System Development Foundation

“Form990, part vi, line 6: christus spohn health system corporation is the sole corporate member of the organization.”

“Form 990, part vi, line 7a: the sole member, christus spohn health system corporation, shall consider the recommendation for the board of directors and elect persons to fill vacancies as may exist on the board of directors; and annually appoint a person to fill the office of chairperson. The sole member shall elect or remove the president/executive director or members of the board of directors of christus spohn health system development foundation.”

“Form 990, part vi, line 7b: the matters set forth are reserved exclusively for the sole member, christus spohn health system corporation, and are not valid until they have been submitted for and received approval of the member: (a) any amendment or restatement of the articles of incorporation or bylaws of christus spohn health system development foundation ("corporation"); (b) the establishment of any new corporation, or the merger, dissolution, or consolidation of the corporation; (c) approval of the capital and operational budgets of the corporation and approval of any audit or financial review of the books and records of the corporation. The sole member may require an audit or some lesser financial review of the books and records of the corporation by an independent certified public accountant selected by the sole member of the corporation if the sole member deems such review or audit to be necessary or appropriate; (d) incurring or renewing any indebtedness by the corporation; (e) any acquisition, exchange, lease, sale or purchase of real property by the corporation; (f) the approval of any gift of property (other than cash, marketable securities, or bonds) to the corporation and the approval of any restrictions imposed as a condition of accepting said gift; (g) approval of short-term and long-range strategic plans for the corporation; (h) approval of the stated mission and philosophy according to which the corporation will operate its affairs; (i) election or removal of the president/executive director or members of the board of directors of the corporation; (j) the sole member may from time to time by appropriate resolutions adopted and approved by said sole member delegate additional actions to the board of directors of the corporation; and (k) to select an independent external auditor if the sole member requires an audit or financial review of the books or records of the corporation.”

“Form 990, part vi, line 11b: the form 990 is prepared and reviewed by the organization's corporate tax department. The christus health accounting department works with the tax department in preparation and review of the form 990. The filing organization's cfo, or other designee, reviews the form 990. The final form 990 that will be filed with the irs is posted to a secure internet portal for all members of the board of directors to view. Review of the final form 990 occurs prior to filing with the irs in the spring of 2022 via a web portal polling tool by the respective christus organization's board, based on a set of suggested review processes developed by christus health.”

“Form 990, part vi, line 12c: at the end of each calendar year, the christus health corporate secretary distributes a conflict of interest questionnaire to all of the organization's board and committee members for completion prior to the 1st of january in the next year. The corporate secretary thoroughly reviews all completed and executed conflict of interest questionnaire forms to ensure accuracy and that no potential or identified conflict is disclosed or exists. The organization's board of directors is responsible for enforcement of the conflict of interest policy of the organization.”

“Form 990, part vi, line 15a: the executive compensation committee of christus health determines the compensation of the ceo, officers and key employees of christus health and the executive director of certain related organizations, including the filing organization. The executive compensation committee is composed of individuals who have no conflict of interest with the compensation arrangements at hand. The executive compensation committee of the christus health board selects an independent external firm to perform an independent compensation review, to ensure that all compensation is reasonable and comparable to other similarly situated organizations, for similarly qualified persons in functionally comparable positions, and to provide supporting information of compensation decisions. On an annual basis the external consultant: 1. Develops the merit increase recommendations for all designated system executives based on market comparability. 2. Recommends the changes in the compensation structure (grades) based on the market changes. 3. Completes a review and evaluation of newly created positions to recommend a grade placement to the committee for its discussion and approval. On a bi-annual basis, the external consultant completes a detailed review of all other designated system executives' compensation and benefits. This group includes all top management officials, other officers and key leaders of the organization. The review includes recommendations to the committee on any changes necessary in either specific compensation or compensation structure to ensure market competitiveness, reasonableness and internal equity. Upon recommendations from the independent external firm, the executive compensation committee makes final compensation decisions. Additionally, the executive compensation committee reviews all compensation payments for excess benefit transactions. The discussion and decisions of the committee are documented and formalized in the committee minutes and maintained on record.”

“Form 990, part vi, line 18: the filing organization's tax-exempt determination letter from the irs and the form 990 are made available upon request.”

“Form 990, part vi, line 19: the consolidated audited financial statements of christus health are made available to the public via the christus health website. The organization's governing documents and conflict of interest policy are not made available to the public. The separate audited financial statements of christus spohn health system development foundation are not made available to the public.”

“Form 990, part xi, line 9 intercompany $(4,180,055) restricted contributions (9,013,816) na released from restrictions for capital contributed capital 5,307,206 prior period adjustments 7,951,816 ------------------------------------------------------------------------- total 65,151”

“Form 990, part vi, section a, line 2: director allison webster and director al jones have a family relationship. Director richard leshin has a business relationship with several board member(s), but cannot disclose which ones under attorney/client privilege.”

“Description:other purchased services total fees:1209346”

“Description:consulting fees total fees:67971”

“Description:repair and maintenance total fees:14281”

“Description:other professional fees total fees:200”