Baylor St Luke'S Medical Group

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

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

“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.”

“The organization has a conflicts of interest ("coi") policy (the "policy") in place to maintain the integrity of its activities. The policy applies to the following persons ("covered persons"): members of the commonspirit health ("commonspirit") board of stewardship trustees and its committees; commonspirit health corporate officers; members of the dignity health board of stewardship trustees and its committees. In addition, the policy applies to organizations that were affiliates and subsidiaries of commonspirit health prior to its affiliation with dignity health ("chi entities"). Covered persons of chi entities include: members of any chi entity direct affiliate or subsidiary board and their committees; employees of chi entities; and chi entity researchers (as defined by the policy). Disclosure, review and management of perceived, potential or actual conflicts of interest are accomplished through a defined coi disclosure review process. All covered persons are required to disclose actual or potential conflicts and must disclose that conflict to his/her direct manager (or other person as is appropriate per policy). Such disclosure is required on a transactional basis at the time such conflicts arise, when an individual becomes a covered person (e.g. Upon hiring or board appointment), and annually thereafter. Disclosures of perceived, potential or actual conflicts are initially reviewed by national or regional legal or corporate responsibility team members to determine whether an actual or potential conflict may exist. If it is determined that a potential or actual conflict exists, issues are elevated to the board executive committee or board chair (for board or officer conflicts), or the conflicts of interest review committee (for any other conflict). The procedures for addressing a conflict related to a proposed transaction in the case of governing bodies or a corporate officer include, but are not limited to 1) disclosure to the board, 2) the trustee or corporate officer being excused from the meeting during discussion and vote on the conflict of interest (although he or she may respond to pertinent questions if the knowledge is relevant), and 3) board approval of the transaction by a majority of disinterested members. In addition, boards carefully review and scrutinize any non-transactional conflicts of interest. In such circumstances, by a majority vote of the disinterested trustees, the board takes whatever action is deemed appropriate. For conflicts not involving a board member or officer, the conflicts of interest review committee ("c-circ") will facilitate a coi management plan to mitigate the conflict if adequate controls aren't already in place. Notwithstanding the foregoing, at its sole discretion, an entity may reject a person's request to enter into the relationship in question, or require the relationship be sufficiently altered to avoid a potential conflict of interest.”

“Baylor st. Luke's medical group does not compensate its officers, directors and key employees directly. St. Luke's health system corporation (slhs) pays 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.”

“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.”

“Process for determining compensation - top management official: the organization's top management official's compensation was paid by commonspirit health, a related organization the commonspirit health board of stewardship trustees appoints a human resources and compensation committee, comprised exclusively of independent directors, who are accountable for approving reasonable compensation packages for each officer and certain key employees (including the president/ceo). 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 merit increases and variable compensation criteria for officers and key executives. The human resources and compensation committee also engages outside legal counsel as necessary and qualified independent compensation and benefits specialists (independent experts) to review, analyze and provide benchmarking data for the total compensation and benefits packages of officers and key executives. Appropriate comparable data is obtained from the independent experts, (e.g., total economic benefits paid by similarly situated organizations, both taxable and tax-exempt, for similar job responsibilities). Key deliberations of the committee are documented in meeting minutes which are approved at the next committee meeting and provided to the board of stewardship trustees. The documentation of the deliberations includes (a) the terms of the agreement approved and the date approved; (b) the members of the committee who were present during discussion of the approved agreement and those who voted on it; and (c) the comparability data obtained and relied upon by the committee and how the data was obtained.”

“Payments to vendors for entities that are part of commonspirit health (csh) are made by csh. Therefore no form 1099s are issued by the organization. Csh files the form 1099s and complies with the backup withholding rules for reportable payments to vendors and gaming winnings. The 1099s issued by csh on behalf of the organization are reported to the irs.”

“Other fees for services: program service expenses 78,380,446. Management and general expenses 5,899,603. Fundraising expenses 0. Total expenses 84,280,049. Consulting: program service expenses 93,332. Management and general expenses 7,025. Fundraising expenses 0. Total expenses 100,357. Contract services: program service expenses 1,342,709. Management and general expenses 101,064. Fundraising expenses 0. Total expenses 1,443,773. Contract labor: program service expenses 193,491. Management and general expenses 14,564. Fundraising expenses 0. Total expenses 208,055. Purchased services: program service expenses 17,018,986. Management and general expenses 1,280,999. Fundraising expenses 0. Total expenses 18,299,985.”

“Asc 842 adjustments -642,650. Intercompany transactions 5,117.”