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 & type 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. 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 march 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 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 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 systems 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 executives are 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. This process was last completed in september 2016.”

“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.”

“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 organizations 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. 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 fy17 include: continue with jacc renovations, jacc shuttle, the children's therapy garden, and the master facility plan.”

“Covenant health system foundation 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. 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 ($1,081,034) investment income due to cmc $685,445 ---------- total: ($395,589)”