Baylor St Luke'S Medical Group

“St. Luke's medical group, f/k/a: greater houston health network shall have one member, that being st. Luke's health system corporation”

“Each successor to a director whose term shall have expired shall be appointed by the member subject to approval by at least a majority of the board of directors, unless otherwise required by law including requirements to obtain or maintain tax exemption. Such requirements may include, but shall not be limited to, a written request from the internal revenue service for a representation by the corporation that the power to appoint directors shall be vested solely in the member.”

“The board of directors may delegate the management of the day-to-day operation of the business of the corporation to a management company or other person(s), provided that the business, property and affairs of the corporation shall be managed and all corporate powers shall be exercised under the ultimate direction of the board of directors. The board of directors may make appropriate delegations of authority to the officers of the corporation, and may authorize one or more additional committees to act on its behalf under a specific written delegation of authority.”

“St. Luke's medical group, f/k/a greater houston health network's form 990 was prepared by the tax department of st. Luke's health system corporation, utilizing information provided by greater houston health network's management, officers, and directors. Collaborative review of the return by the system's tax department was conducted, and the return was made available to the officers and directors before filing.”

“Primary monitoring of conflict of interest is done through annual polling of officers, directors, and key employees for potential conflicts. Conflict of interest submissions are reviewed by the corporate compliance officer and senior counsel who bring actionable items to the board. If the institution determines that a significant possibility exists that there is a conflict of interest, the individuals involved will be required to refrain from making a decision or taking any action until the matter can be fully investigated and a decision made as to whether a conflict exists. If a conflict is confirmed, a plan for alleviating or managing the conflict is implemented . Individuals with potential conflicts may be asked to recuse and absent themselves from meetings in which an alleged conflict is discussed if so doing would better assure the integrity of the process.”

“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.”

“St. Luke's medical group does not compensate its officers, directors and key employees directly. St. Luke's health system (slhs) may pay compensation to the officers, directors and key employees. The slhs compensation committee meets as needed, but typically meets two times per year. This committee consists of three outside directors. Its function is to make recommendations/decisions on salary and benefits for key executives. Various data are utilized in declsion-making including compensation consultants, management's level of achievement of stipulated performance targets, external surveys, and local market conditions. Permanent minutes are prepared and reviewed by compensation committee members prior to their ratification. These minutes are sufficiently detailed to provide substantiation of the decisions made by the committee with regard to each key executive's compensation and benefits. A report is made to the full board by the compensation committee chair at which time ratification of committee action is voted by the board.”

“St. Luke's medical group does not compensate its officers, directors and key employees directly. St. Luke's health system (slhs) may pay compensation to the officers, directors and key employees. The slhs compensation committee meets as needed, but typically meets two times per year. This committee consists of three outside directors. Its function is to make recommendations/decisions on salary and benefits for key executives. Various data are utilized in decision-making including compensation consultants, management's level of achievement of stipulated performance targets, external surveys, and local market conditions. Permanent minutes are prepared and reviewed by compensation committee members prior to their ratification. These minutes are sufficiently detailed to provide substantiation of the decisions made by the committee with regard to each key executive's compensation and benefits. A report is made to the full board by the compensation committee chair at which time ratification of committee action is voted by the board.”

“St. Luke's health system corporation and its related entities have not adopted or created a general policy providing for the disclosure of certain documents. In practice, these documents have been made available to the public upon written request only.”

“St. Luke's health system corporation and its related entities were acquired by catholic health initiatives ("chi"), a denver, colorado based national healthcare organization, in june 2013. Chi elected to forgo a separate audit of the st. Luke's health system corporation consolidated group for the calendar year ending december 31, 2013. Chi's fiscal year ends june 30th and a consolidated group audit (which included the st. Luke's health system and related entities) was performed by an outside auditing firm in accordance with gaap for the fiscal year ending june 30, 2014.”

“St. Luke's health system corporation remits all vendor payments and issues form 1099 on behalf of its related organizations. Individual entities of st. Luke's health system corporation do not file forms 1096 for this reason.”

“Valuation adjustment - 639627;”