Covenant Health System Foundation

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

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

“Descr classes of persons, decision req appr & tyoe of voting rights the reserved rights in our tiered governance structure contemplate approval by the st. Joseph 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.”

“Descr the process used by management &/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 any time 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 the organization's president is paid by its tax exempt parent, covenant health system, and is disclosed as a person paid by a related organization. Executive compensation is approved by covenant health systems 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 systems 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 review 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 docs, conflict of interest policy, & fin stmt 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 statement as a member of the st. Joseph health system, covenant health system foundation 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.”

“Program service accomplishments hospice charity care - each year the foundation garners philanthropic dollars for use in support of care for those who otherwise could not afford end-of-life care. Nursing scholarships - various educational scholarships for covenant nursing school students and continuing medical educational courses for working nurses. Each year many students in the covenant school of nursing are granted scholarships. Equipment fund - covenant health system foundation raises funds in order that physicians, nurses and other staff members have the best equipment, facilities and service support available for the needs of our patients. Funds raised supplement the budget of the hospital and allow for additional equipment, facility enhancements and program support in any given year. Examples of foundation purchases for fy16 include: jacc renovation form 990, part v, line 1a 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.”

“Other changes in net assets equity transfer $4,470,934 investment income due to cmc $552,582 ---------- total: $5,023,516”