St Joseph Manor

“The organization's top management official's compensation was paid by Catholic Health Initiatives ("CHI"), a related organization. CHI had a defined compensation philosophy. Both the executive and non-executive compensation structures and ranges were reviewed annually in comparison to market data. Catholic Health Initiatives used Korn Ferry 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 was reviewed annually. Korn Ferry reviewed both cash and total compensation for overall reasonableness, for adherence to Catholic Health Initiatives' compensation philosophy, and for comparability to the not-for-profit healthcare market. This independent review was delivered by Korn Ferry to the CHI HR committee of the Board of Stewardship Trustees annually at their September meeting and minutes shared with the full board at the December meeting. The last review was September 25, 2018. In addition, Korn Ferry 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 were reviewed annually and revised based on market data, where applicable.”

“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”

“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.”

“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.”

“PURSUANT TO SECTION 8.6 OF THE BYLAWS OF ST JOSEPH MANOR, the Executive Committee is composed of the board chair, the board vice chair, the President and CEO, each of whom shall serve as an ex officio voting member of the Executive Committee, and two voting members appointed by the Board of Directors. Each individual appointed to the Executive Committee shall serve for a term of one year or until his or her successor is duly appointed by the Board of Directors. The Executive Committee shall consist of only directors of the Corporation. Pursuant to Section 8.1 of the Corporation's bylaws, committees, such as the executive committee, that are granted the authority to act on behalf of the board of directors may include only directors of the corporation. Further, pursuant to Section 8.6 of the Corporation's bylaws, the executive committee has and may exercise such powers as may be delegated to it by the board of directors. The Executive Committee also possesses the power to transact routine business of the corporation in the interim period between regularly scheduled meetings of the board of directors.”

“According to the bylaws of st joseph manor, the entity's sole member is st joseph services corporation d/b/a st joseph health system, a texas nonprofit organization (hereinafter referred to as "st joseph health system" or "sjhs" or the "member.")”

“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 names and qualifications of each individual accepted by the board of directors shall be submitted to the corporate member, who shall appoint or refuse each nominee in accordance with the corporate member's bylaws and with endorsement of the senior vice president of operations. The corporate member may unilaterally appoint one or more individuals to the board of directors should the board 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 JOSEPH SERVICES CORPORATION, D/B/A ST JOSEPH HEALTH SYSTEM. PURSUANT TO SECTION 5.4 OF THE ORGANIZATION'S BYLAWS, BOTH ST JOSEPH HEALTH SYSTEM AND CommonSpirit Health (ST JOSEPH HEALTH SYSTEM'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 JOSEPH HEALTH SYSTEM BOARD: * APPROVE MEMBERS OF THE ST JOSEPH MANOR BOARD * AMENDMENT OF THE CORPORATE DOCUMENTS OF ST JOSEPH MANOR * APPROVE REMOVAL OF A MEMBER OF THE GOVERNING BODY OF ST JOSEPH MANOR * ADOPTION OF LONG RANGE AND STRATEGIC PLANS FOR ST JOSEPH MANOR 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 ST JOSEPH MANOR * REMOVAL OF A MEMBER OF THE GOVERNING BODY OF ST JOSEPH MANOR * APPROVAL OF ISSUANCE OF DEBT BY ST JOSEPH MANOR * APPROVAL OF PARTICIPATION OF ST JOSEPH MANOR IN A JOINT VENTURE * APPROVAL OF FORMATION OF A NEW CORPORATION BY ST JOSEPH MANOR * APPROVAL OF A MERGER INVOLVING ST JOSEPH MANOR * APPROVAL OF THE SALE OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF ST JOSEPH MANOR * TO REQUIRE THE TRANSFER OF ASSETS BY ST JOSEPH MANOR TO CommonSpirit Health TO ACCOMPLISH CommonSpirit Health'S GOALS AND OBJECTIVES, AND TO SATISFY CommonSpirit Health DEBTS. PURSUANT TO SECTION 5.5 OF THE ORGANIZATION'S BYLAWS, ST JOSEPH HEALTH SYSTEM 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 form 990 and accompanying schedules were made available to all trustees either electronically or by hard copy, depending upon the trustees preference, before the company finalized and sent the documents to the irs. This draft was also available at the administrative offices of the reporting entity for trustees' review before the final form 990 and accompanying schedules were finalized and sent to the irs. The review was under the direction of the cfo and/or tax return preparers, catholic health initiatives, if requested by the trustees. Subsequent to the return being provided to the board, the tax department files the return with the appropriate federal and state agencies, making any non-substantive changes necessary to effect e-filing. Any such changes are not re-submitted to the board.”

“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 joseph manor serves the communities of bryan, college station and surrounding brazos county by offering private and semi-private accommodations for long-term care residents. The programs include assisted living and skilled nursing care. St joseph manor supports community education efforts by serving as a clinical site for blinn community college cna, lvn, and, and pta students. They also serve bryan isd and blinn college as a clinical training site for cna students. Texas a&m university students from psychology, construction science, architecture, rural public health, and the registered nursing program participate in clinicals and general rounding/observations. The residency program from texas a&m began seeing patients along with attendings to train them in geriatric care. The staff of st joseph manor makes presentations on aging and nursing home services at local churches to help families plan for care their elderly loved ones may need.”

“Contract Services - Total Expense: 4513463, Program Service Expense: 4287781, Management and General Expenses: 225682, Fundraising Expenses: 0; Purchased Services - Total Expense: 1135776, Program Service Expense: 1135776, Management and General Expenses: 0, Fundraising Expenses: 0; Contract Labor - Total Expense: 978355, Program Service Expense: 929437, Management and General Expenses: 48918, Fundraising Expenses: 0; Other Fees for Services - Total Expense: 11814, Program Service Expense: 11814, Management and General Expenses: 0, Fundraising Expenses: 0; Consulting - Total Expense: 170, Program Service Expense: 170, Management and General Expenses: 0, Fundraising Expenses: 0;”