St Luke'S Health System Corporation

“During 2013, st. Luke's health system and its affiliates were acquired by catholic health initiatives ("chi"). Please find updated by-laws (effective 6/1/2013) of the st. Luke's health system attached to this filing.”

“The sole corporate member of the corporation is catholic health initiatives, a colorado nonprofit corporation (the "corporate member".)”

“The management of the affairs of the corporation shall be vested in a board of directors, consisting of up to twenty-one (21) elected members, including (a) the chief executive officer of the corporation who shall be an ex officio member; (b) the chief executive officer of the corporate member, who shall be an ex officio member; and (c) one (1) member of the board of trustees of the texas heart institute, a texas non-profit corporation. ("thi")”

“The organization's corporate member is catholic health initiatives ("chi"). Pursuant to the organization's bylaws, the corporate member shall have the specific rights set forth in the governance matrix. Pursuant to the governance matrix, the following rights are reserved to the chi board directly or through powers delegated to the chi chief executive officer: - substantial change in the mission or philosophy of the saint luke's health system ("slhs") - amendment of the corporate documents of the slhs - approve members of the slhs board - removal of a member of the governing body of the slhs.\ - approval of issuance of debt by slhs - approval of participation of slhs in a joint venture - approval of formation of a new corporation by slhs - approval of a merger involving the slhs - approval of the sale of all or substantially all of the assets of the slhs - to require the transfer of assets by the slhs to chi to accomplish chi's goals and objectives, and to satisfy chi debts. - adoption of long range and strategic plans for slhs. Pursuant to the organization's bylaws, chi may, in exercise of its approval powers, grant or withhold approval in whole or in part, or may, in its complete discretion, after consultation with the board and the president and chief executive officer of the organization, recommend such other or different actions as it deems appropriate.”

“St. Luke's health system's return was prepared by its tax department,utilizing information provided by its management, officers, and directors. Collaborative review of the return by the organization's external advisers, executive management and the slhs 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.”

“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.”

“The organization's 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 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 participates in hospital joint ventures through subsidiary tax exempt organizations that are a 51% controlling member or partner of the joint venture. The partnership agreements/operating agreements of each hospital joint ventures expressly state that the joint venture will operate and conduct its activities in a manner that satisfies the community benefit standard applicable to tax exempt healthcare organizations, and that this community benefit standard shall take precedence over any other fiduciary duty. In addition, each partnership agreement/operating agreement gives st. Luke's the ability to appoint a majority of the joint venture's governing board. Activities of the joint venture are monitored through st. Luke's majority presence on the joint venture's governing board, who are empowered to formulate, implement, and control the content and administration of the charity and indigent care policies and community benefit policies of the joint venture.”

“St lukes health system corporation and its related entities have not 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.”

“Please refer to the narrative provided on form 990, part iii, lines 3 and 4a.”

“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 episcopal health system corporation is the common paymaster for its related exempt organizations. The number of employees reported on this return represent those working in st. Luke's episcopal health system corporation departments.”

“Valuation adjustment - 56144146; transfer from chi st. Luke's health baylor college of medicine medical center restricted fund - xxx-xx-xxxx; chi st lukes health baylor college of medicine medical center pensions & swaps - -xxx-xx-xxxx; transfer from slhs fdn restricted fund - xxx-xx-xxxx;”