Covenant Medical Group

“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 2018 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.”

“Process used to determine compensation it is st. Joseph health system's intention to make financial information accessible and transparent. Although the filing of form 990 provides insight into how st. Joseph health system achieves its mission, delivers its programs and stewards its finances, deciphering the information directly from form 990 can be challenging. The following paragraphs provide further information about the process we use to determine compensation for top management, officers and key employees. St. Joseph health system has a single fiduciary board, with responsibility for financial oversight associated with fulfillment of the st. Joseph health system mission, developing system policies, protecting the assets entrusted to the organization and overseeing the strategic and operational affairs of st. Joseph health system's legal entities. St. Joseph health system also maintains a network of community ministry boards with responsibility for quality of care oversight, community relations, advocacy and community needs assessments. St. Joseph health system has a consistent compensation philosophy for all of its officers, including our senior executives. Salaries for senior executives are reviewed by the providence st. Joseph health committee and approved by the full board of directors, none of whom is a st. Joseph health system employee. The board retains an independent consultant each year to review salaries of those in the most significant leadership roles in the organization. Part of the consultant's role is to review an extensive array of compensation surveys of large, not-for-profit health care systems in the united states. St. Joseph health system is one of the larger health systems in the country, and as such, the board benchmarks executive compensation against other large, not-for-profit health systems whose revenue is similar to that of st. Joseph health system. Additionally, st. Joseph health system's labor market continues to spread across health care and into general industry. Because of this, st. Joseph health system also takes into consideration general industry for-profit market data, where applicable. Base salaries for st. Joseph health system executivesare generally targeted to the median level of the market, as identified by the independent consultant and reviewed with the executive compensation committee. The president/ceo utilizes the market information provided by the consultant along with formal performance evaluations, to determine salary recommendations for other senior executives. This process includes a rigorous analysis of those recommendations with the executive compensation committee as a part of the review and approval process. Performance incentives allow executives to earn additional compensation if they achieve specific organizational goals for furthering st. Joseph health system operating commitments and strategic objectives. The board of directors conducts a thorough process to ensure performance incentives are aligned with appropriate market practices. The board's process for executive compensation fully complies with irs standards and mirrors best practices. The last review was performed by st. Joseph health system in september 2016.”

“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 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 18 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. 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. Providence st. Joseph health on july 1, 2016, providence health services (phs) and st. Joseph health system (sjhs) entered into a business combination agreement, the purpose of which was to better serve both organization's communities, maintain strong traditions of catholic healthcare, and provide greater affordability and access to healthcare services. As part of the business combination, phs and sjhs aligned under a single parent corporation, providence st. Joseph health, with a consolidated board of directors and cosponsorship from the public juridic persons providence ministries and st. Joseph health ministry. 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. 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 about st. Joseph health system and providence st. Jose”

“Covenant medical group was included in consolidated, independent audited financial statements for providence st. Joseph health for the period ended december 31, 2017. As such, audited financial statements were not prepared for the tax year ended june 30, 2017. The reporting organization will change its tax year end to december 31 for 2017.”

“Other changes in net assets equity transfers $52,753,994”

“Description:contract labor total fees:6283625”

“Description:professional services total fees:4475202”

“Description:other expenses total fees:7082988”