Christus Santa Rosa-San Marcos Foundation

“The form 990 is prepared and reviewed by the christus health 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 was reviewed prior to filing with the irs in the spring 2025 by the organization's president and secretary, based on a set of suggested review processes developed by christus health. At a board meeting subsequent to filing with the irs, the president and secretary will report to the full board on the form 990.”

“Christus santa rosa-san marcos foundation's current year form 990 was reviewed by the board chairman and the ceo and cfo of the filing organization's supported hospital prior to its filing with the irs. The review conducted by the board chairman and the ceo and cfo of the filing organization's supported hospital did not include the review of any supporting workpapers that were used in preparation of the current year form 990, but did include a review of the entire form 990 and all supporting schedules. To the board of directors of the filing organization or to any members of a committee with board delegated powers that is considering the proposed transaction or arrangement. Subsequent to any disclosure of any financial interest/arrangement and all material facts, and after any discussion with the relevant board member or principal officer, the remaining members of the board of directors or committee with board delegated powers shall discuss, analyze, and vote upon the potential financial interest/arrangement to determine if a conflict of interest exists. According to the filing organization's conflict of interest policy, an interested person may make a presentation to the board of directors (or committee with board delegated powers), but after such presentation, shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement that results in a conflict of interest. Each interested person, as defined under the filing organization's conflict of interest policy, shall annually sign a statement which affirms that such person has received a copy of the conflict of interest policy, has read and understands the policy, has agreed to comply with the policy, and understands that the filing organization is a charitable organization that must primarily engage in activities which accomplish one or more of its exempt purposes. The filing organization's conflict of interest policy also requires that periodic reviews shall be conducted to ensure that the filing organization operates in a manner consistent with its charitable purposes.”

“https://www.christushealth.org/connect/donate/san-marcos-foundation”

“Form 990, part vi, line 2 director corey carothers and director scott yarbrough have a business relationship. Director corey carothers is a dentist of whom several other board members are his patients.”

“Form 990, part vi, question 6 christus santa rosa health care corporation is the sole corporate member of christus santa rosa-san marcos foundation.”

“Form 990, part vi, line 7a christus santa rosa health care corporation may appoint or remove directors of the corporation, including the president/executive director and chairperson of the board of directors.”

“Form 990, part vi, line 7b christus santa rosa health care corporation, as corporate member of christus santa rosa-san marcos foundation, has the power to adopt, approve and interpret the philosophy, mission and vision of the corporation, as well as any changes thereto, and to receive an annual report from the chairperson of the board of directors in consultation with the president on the integration and implementation of the philosophy, mission, and vision; to adopt and approve any amendments, modification or restatements of the articles of incorporation or bylaws of the corporation; to appoint and remove the directors of the corporation, or the president/executive director; to appoint and remove the chairperson of the board of directors of the corporation; to approve the incurring or renewing of any indebtedness by the corporation; to initiate or approve the sale, lease, mortgage, transfer, or encumbrance of real property of the corporation; to approve any merger, consolidation, acquisition, liquidation or dissolution of the corporation; to approve the capital and operational budgets of the corporation and any financial review of the books and records of the corporation. The member has the power to require an audit or some lesser financial review of the books as deemed necessary by the member; to approve the strategic plans of the corporation; to approve 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 such gift. The member from time to time may by appropriate resolutions adopted and approved by said member delegate additional actions to the board of directors of the corporation.”

“Form 990, part vi, lines 15a & 15b the executive compensation committee of christus health determines the compensation of the ceo (or executive director, as applicable), officers and key employees of christus health and certain other officers and key employees of related organizations, including the executive director of christus health foundation of southeast texas. 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 irs determination letter and form 990 are available upon request.”

“Form 990, part vi, section c, line 19 the organization does not make its governing documents, conflict of interest policy, and financial statements available to the public.”

“FORM 990, PART XI, LINE 9 Other tax adjustments -$7,390 Changes for GAAP for donations/grants $149,368 -------------------------------------------------------------------------- TOTAL $141,978”