Gshs Inc

“Description of organization mission: (continued from page 1)... Membership, or influence over their management and policies.”

“Form 990, part vi, section a, line 1a the executive committee shall have the authority of the board to transact all regular business of the corporation between meetings of the board.”

“Form 990, part vi, section a, line 6 christus health is the sole corporate member of the filing organization.”

“Form 990, part vi, section a, line 7a christus health, the sole corporate member of the filing organization, has the power to appoint all members of the filing organization's governing body.”

“Form 990, part vi, line 7b action by good shepherd health system, inc.("corporation") shall not be taken until christus health, acting through its board of directors, shall have taken actions by consent resolution or resolusions signed on behalf of the sole member by its president or corporate secretary and recorded in the minute books of christus health. The sole member may delegate certain powers to good shepherd health system, incs president. The matters set forth below are reserved exclusively to the sole member and are not valid until they have been submitted for and received approval by the member in the manner outlined above: any amendment or restatement of the articles of incorporation or bylaws of the corporation; the establishment of any new corporation or the merger, dissolution, or consolidation of the corporation; 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; incurring or renewing any indebtedness by the corporation; any acquisition, exchange, lease, sale or purchase of real property by the corporation; the approval of any gift of property (other than cash, marketable securities, or bonds) to the corporation with imposed restrictions as a condition of accepting said gift; approval of short-term and long-range strategic plans for the corporation; approval of the stated mission and philosophy according to which the corporation will operate its affairs; and election/approval and removal of directors 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 if the sole member deems such review or audit to be necessary or appropriate. 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”

“Form 990, part vi, section b, line 11b 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 is posted to a secure internet portal for all members of the board of directors to review of the final form 990 occurs prior to filing with the irs in the spring 2021 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 the board reviews and resolves, if necessary, any transactions as they arise throughout the year in accordance with policy standards. The organizations internal accountants distribute and review annual questionnaires to identify any potential conflicts of the board members, officers and the highest compensated employees. When a conflict of interest is identified, the individual is removed from discussions and cannot vote on any transactions involving the conflict.”

“Form 990, part vi, lines 15a & 15b the executive compensation committee of christus health determines the compensation of the ceo/president and cfo of marshall hospital foundation. 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 elects 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. The executive director of the filing organization is paid by a related organization; therefore, the filing organization was not involved in the process of determining compensation for the executive director of the filing organization. The related organization determines the compensation of the executive director of the filing organization by use of an independent and external consultant. The consultant helps determine pay rates for the associates of the related organization, taking into account market data and shift differential. The compensation rates are approved by the related organization. Based on the aforementioned procedure, the executive director's compensation is not reviewed by a compensation committee.”

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

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

“Form 990, part ix, line 9 contributed capital adjustment $208,502,285 change in intercompany net assets $(120,423,027) ---------------------------- total $88,079,259”