Covenant Medical Group

“Independent board members covenant medical group has no independent board members because all board members are required to be active physicians with loyalties to covenant health system, the tax-exempt parent.”

“Description of classes of members or stockholders covenant health system is the sole corporate member of covenant medical group.”

“Description of classes of persons and the nature of their rights covenant medical group has a tiered governance in which the corporate members reserve the right to appoint trustees to the covenant medical group board. All trustee appointments that come from the covenant medical group board as nominations must be approved by covenant health system, as the corporate member, and st. Joseph health system, as the tax-exempt parent of covenant health system, and the st. Joseph health ministry, as the organizational sponsor.”

“Decisions requiring approval the reserved rights in our tiered governance structure contemplate approval by the covenant health system member of financing, budgets, unbudgeted expenditures of defined amounts, strategic plan, appointment of auditors, creation or investment in a legally recognized entity, joint ventures, purposes, sale or disposition of real property, merger or sale of substantially all assets, appointment and removal of trustees, adoption or amendment of articles or bylaws.”

“Process used by management and/or governing body to review 990 the form 990 was prepared by the finance department based on information received from various departments of the organization and was reviewed by an officer of the organization. A copy of the form 990 was distributed to all voting members of the board at the april 2017 meeting. During the finance committee meeting, management presented and discussed certain disclosures and information included in the form 990. The finance committee chair then provided a summary at the full board meeting.”

“Description of process to monitor transactions for conflicts of interest officers, trustees and key employees are required to disclose the existence and nature of any actual, apparent, or potential conflicts of interest he/she may have that might result in or have the appearance of a conflict in connection with that individual satisfying their fiduciary obligations to the organization. Disclosures shall be made promptly anytime an actual, apparent or potential conflict of interest arises and before the consummation of any contract, transaction or arrangement that is the subject of the potential conflict of interest. With guidance from the st. Joseph health system chief compliance officer (cco), the chief executive and/or the governing board chairperson, as appropriate, considers the matter initially. If the matter cannot be resolved at that level, the matter is escalated to the cco. The cco, in consultation with the st. Joseph health system general counsel, reviews the matter and presents recommendations to the governing board and/or board committee, as appropriate, for discussion and vote. The individual whose potential conflict is being reviewed may be requested to be present during any meeting in which the board or board committee conducts its evaluation but shall be excused for any discussion or vote. Once all necessary information has been obtained, the committee conducts its evaluation and forwards its findings and recommendations to the sjhs chief compliance officer. If the committee determines an unresolved conflict of interest exists, the committee will evaluate and recommend conflict mitigation strategies. The sjhs chief compliance officer, in consultation with sjhs general counsel, will review the committee findings, recommendations, and mitigation strategies, and present recommendations to the board for discussion and vote.”

“Executive compensation is approved by the covenant health system conflicts and compensation committee, which is comprised of independent persons. The committee reviews comparability data prepared for and compiled by the st. Joseph health system worklife committee, a committee of the st. Joseph health system board of trustees comprised of independent members. The st. Joseph health system worklife committee acts in accordance with a committee charter approved by the st. Joseph health system board of trustees and an executive compensation philosophy. The charter directs the st. Joseph health system worklife committee to administer the executive compensation program and to approve program changes, as necessary, to ensure alignment with the stated philosophy and ensure continued compliance with federal and state regulations on behalf of the st. Joseph health system board of trustees. Overall, the philosophy is intended to reward a broad spectrum of high organizational and individual performance expectations, as well as retention of key management talent. The executive compensation philosophy defines the market for administering compensation as a comparable set of for profit and not-for-profit health care delivery systems. St. Joseph health system provides compensation to its executives in the form of base salary, an annual incentive program, and benefits. To ensure compensation philosophy adherence and general fair market value compensation, the committee regularly reviews information from multiple sources of market data and engages legal counsel and consulting support, as needed. They use this information to support ongoing effectiveness and administration of the program. The st. Joseph health system worklife committee meets at least 3 times a year and takes action in executive session. These actions are documented in detailed minutes and approved in subsequent meetings. A full compensation review is conducted on a biennial basis and the last review was performed in june 2016. During the year, the covenant health system conflicts and compensation committee reviewed and approved any changes in compensation for key executives predicated on the analysis and recommendation by an independent third party consulting firm with expertise in healthcare executive compensation. In addition, annual incentive awards are reviewed and approved prior to payment consistent with the most recent compensation biennial review and in accordance with the plan document. These actions are documented in detailed minutes which are subsequently approved at the committee meeting.”

“Avail of gov, conflict of interest policy, & fin stmts to gen public the organization makes its governing documents, conflict of interest policy and financial statements available to the public upon request. The sjhs community benefit reports, financial reports, and philanthropy reports are also available on the sjhs internet site.”

“Organizations mission as a member of the st. Joseph health system (sjhs), covenant medical group is committed to extending the healing ministry of jesus in the tradition of the sisters of st. Joseph of orange by continually improving the health and quality of life of people in the communities we serve. Our mission is realized through the delivery of quality in-patient and out-patient services, and focused community initiatives and programs that are dedicated to improving the lives of all we serve.”

“Program service accomplishments as a member of the st. Joseph health system (sjhs), covenant medical group is committed to extending the healing ministry of jesus in the tradition of the sisters of st. Joseph of orange. That mission has guided our catholic healthcare ministry since the opening of our first hospital in eureka, california nearly 100 years ago. But the roots of covenant medical group and the lessons to serve our dear neighbors date back to the year 1650 when the sisters' first congregation was formed in le puy, france. Since that time, the people of our organization continue to assess the needs of the communities we serve, build collaborative partnerships with local residents, business and community not-for-profits, and together through those partnerships, meet community needs. The health system is organized into three regions northern california, southern california, and west texas/eastern new mexico and consists of 14 acute care hospitals, as well as home health agencies, hospice care, out-patient services, skilled nursing facilities, community clinics, and physician organizations. Who we are and what we do "caring for the people of our region" our region: covenant medical group is headquartered in lubbock, texas, the site of the southwest's preeminent medical center between the dallas / fort worth metroplex and phoenix. With a county population of 250,000 and serving an area of 1.2 million people in the region, lubbock has many of the amenities of a larger metropolitan area, international airport, great shopping and restaurants, and excellent public and private schools, yet retaining a wonderful "small-town" atmosphere. Our health system's regional clinics are located throughout west texas and eastern new mexico. Our regional clinic network contains several operationally different models. Some are directly owned and operated by cmg; some are rural health clinics in which cmg supplies its employed physicians to work for a rural hospital-owned facility; some are rural health clinics in which the physicians are independent contractors; and some are satellite clinic sites to which cmg subspecialists travel a few times per month. These regional clinics are integral to the provision of primary care services to their local communities, and also send substantial numbers of patients to lubbock for tertiary care that is not available locally. Covenant medical group is a non-profit, tax-exempt medical foundation that is certified under texas law to employ physicians and practice medicine. It is owned by covenant health system, but is self-governing in most aspects, other than fiscal matters. There is a board of 16 physicians who provide the oversight of the group's strategic planning, policy development, recruitment and credentialing, quality improvement tasks, research, and medical education activities. All of the board members are actively practicing within cmg. This self-governing aspect of cmg tends to make it quite physician-friendly in its policy development and planning in that the board members are immediately personally impacted in their own practice by their board decisions. For more information on covenant medical group go to: www.covmedgroup.org for more information on covenant health system go to: www.covenanthealth.org for more information on the st. Joseph health system go to: www.stjhs.org”

“St. Joseph health system (sjhs) pays all vendors for sjh entities under sjh ap shared services. Therefore, sjhs issues form 1099-misc under its tax id. Sjhs complies with backup withholding rules for reportable payments to vendors.”