Baylor St Lukes Medical Group

“According to the bylaws of baylor st. Luke's medical group, the entity's sole member is baylor st. Luke's health ventures, a texas nonprofit corporation.”

“According to the organization's bylaws, all directors shall be elected by the sole member, baylor st. Luke's health ventures.”

“According to sec. 5.4.1 of the by-laws, the corporate member shall have the right to approve any of the actions set forth below: - any change in the mission or philosophy of the corporation; - any amendment to the certificate of formation; - the removal, with or without cause, of any member of the board of directors of the corporation; - subject to consultation with the board, the incurrence of debt, including without limitation, borrowings, guarantees, loans, encumbrances, operating leases, and capital leases, in excess of thresholds and within the limits established from time to time by the corporate member; - any joint venture to which the corporation is a party; - the creation of a new corporation, partnership or limited liability company by the corporation; - any merger or consolidation to which the corporation is a party; - the sale or disposition of all or substantially all of the assets of the corporation; - the adoption of long range and strategic plans; - subject to consultation with the board, the adoption of operating and capital budgets and amendments thereto; and - subject to consultation with the board, any variations from previously approved operating and/or capital budgets, in excess of thresholds established by the corporate member.”

“The return was made available to the officers and directors before filing. Subsequent to the return being provided to the board, the tax department files the return with the appropriate federal and state agencies, making any non-substantive changes necessary to effect e-filing. Any such changes are not re-submitted to the board.”

“The organization has a conflicts of interest ("coi") policy (the "policy") in place to protect the interests of commonspirit health ("commonspirit") in circumstances that may result in a conflict between personal interests of a person and the interests of the organization and those it serves. Commonspirit's coi policy applies to commonspirit, its direct affiliates and subsidiaries and any related entity the governing documents of which require the entity to comply with commonspirit policy (collectively the "system entities"). The following persons are required to disclose actual or potential conflicts of interest at least annually (via a formal system-administered survey) if the person's affiliation with commonspirit continues: - members of corporate and community boards of system entities - members of committees of corporate and community boards of system entities - members of the executive leadership team ("elt") of commonspirit - corporate officers of system entities - employed physicians and advanced practice providers - key employees and highest compensated employees as specified by the internal revenue service for form 990 purposes who are not otherwise included in the categories above - employees of system entities at the vice president level and above - all individuals engaged in research at institutions owned or operated by a system entity - select employees as determined from time to time by leadership disclosure, review, and management of perceived, potential, or actual conflicts of interest are accomplished through a defined coi disclosure review process. Each person is required to promptly and fully disclose any situation or circumstance that may create a conflict of interest as soon as she/he becomes aware of it. In addition, at the inception of an individual's relationship with commonspirit (e.g. Hiring, board appointment), and for certain positions, annually thereafter, written conflict of interest disclosure forms must be completed. A failure to disclose may result in disciplinary or corrective actions. Reported potential or actual conflicts of interest are initially reviewed by legal, corporate responsibility or research integrity staff. If necessary, a conflict of interest management plan is developed, which plan shall be subject to acceptance by the appropriate direct manager, supervisor, medical staff office, board or board committee (for board, board committee, elt or corporate officer conflicts), or other appropriate individual or body. Once accepted, the conflict of interest management plan is communicated to the person with the actual or potential conflict and the individual must conduct themselves in conformity with the plan. In the event that a transactional conflict interest arises in connection with a system entity board meeting, the conflicted individual must disclose that conflict prior to or at the beginning of the meeting in which the matter is to be considered. The conflicted individual is excluded from voting on the transaction and is prohibited from using personal influence with respect to the matter, but is not prohibited from providing input if requested to do so.”

“For leadership positions with substantial influence (not including the president/ceo, who is paid by a related organization), compensation is presented to the organization's executive committee for approval of base pay increases and incentive achievement. Compensation for other officers (including the president/ceo) and key employees of the organization is established by commonspirit health compensation using external compensation surveys or studies containing comparable data for similarly situated organizations, both taxable and tax exempt for similar job responsibilities. Commonspirit's board of stewardship trustees appoints a human resources and compensation committee, comprised exclusively of independent directors, who are accountable for setting reasonable compensation practices for certain executives within the organization. The human resources and compensation committee approves, consistent with the organization's philosophy and principles, the annual performance goals and criteria to be used in determining variable compensation. The human resources and compensation committee also engages an independent consultant and financial legal counsel to validate the organization's benchmarking approach and reasonableness of the total compensation and benefits packages for certain executives. Appropriate comparable data is obtained by the commonspirit health compensation department from independent third-party salary surveys, (e.g., total economic benefits paid by similarly situated organizations, both taxable and tax-exempt, for similar job responsibilities) for all other staff and leadership roles. The documentation of compensation decisions includes (a) the decision made and the date approved; and (b) the comparability data obtained and relied upon by the compensation department and the sources from which the data was obtained.”

“The organization's financial statements, conflict of interest policy and governing documents are available to the public upon request. The organization's financial statements are included in commonspirit health's consolidated audited financial statements that are available at www.commonspirit.org.”

“Written document retention and destruction policy: st. Luke's health system corporation and related entities have a written general policy related to document retention and destruction. Documents and records are retained for various federal, state or other jurisdiction statutes for medical or financial review on a department-by-department basis.”

“Payments to vendors for entities that are part of commonspirit health are made by commonspirit health. Therefore, no forms 1099 are issued by baylor st. Luke's medical group. Commonspirit health files the forms 1099 and complies with the backup withholding rules for reportable payments to vendors and game winnings. The forms 1099 issued on behalf of baylor st. Luke's medical group are reported to the irs.”

“Other fees for services: program service expenses 86,288,562. Management and general expenses 6,313,351. Fundraising expenses 0. Total expenses 92,601,913. Contract services: program service expenses 833,114. Management and general expenses 62,708. Fundraising expenses 0. Total expenses 895,822. Contract labor: program service expenses 740,826. Management and general expenses 55,761. Fundraising expenses 0. Total expenses 796,587. Purchased services: program service expenses 18,996,148. Management and general expenses 1,429,818. Fundraising expenses 0. Total expenses 20,425,966. Consulting: program service expenses 135,495. Management and general expenses 10,199. Fundraising expenses 0. Total expenses 145,694.”