St Luke'S Health System Corporation

“The purpose, responsibilities, composition, and meeting schedule of the executive committee shall be as set forth in its approved committee charter. The members of the executive committee shall be appointed by the board of directors. Except as provided by law, the executive committee shall have and may exercise such powers as may be delegated to it by the board of directors. Additionally, the executive committee shall have and may exercise such powers to transact routine business of the corporation in the interim period between regularly scheduled meetings of the board of directors, provided that such actions taken shall be consistent with and not conflict with any actions or policies of the board of directors or of the corporate member, these bylaws, or applicable law. All actions taken by the executive committee shall be promptly reported to the board of directors at the next regular or annual meeting of the board of directors. The executive committee shall keep regular minutes of its proceedings and report the same to the board of directors at each regular meeting of the board.”

“According to the bylaws of chi st. Luke's health system corporation the entity's sole member is commonspirit health, a colorado nonprofit organization.”

“According to the organization's bylaws, directors shall be appointed or refused by the corporate member. The corporate member may appoint one or more individuals to the board of directors, and may at any time remove, with or without cause, any member of the board of directors. According to the organization's bylaws, directors of the corporation shall be appointed by the corporate member no later than june 30 of each year. The names and qualifications of each individual accepted by the board of directors shall be submitted to the corporate member, who shall appoint or refuse each nominee in accordance with the corporate member's bylaws and with endorsement of the senior vice president of operations. The corporate member may unilaterally appoint one or more individuals to the board of directors should the board fail to furnish the corporate member with a list of individuals qualified to serve on the board of directors of the corporation. (chcf reserved rights) except as otherwise provided in the corporation's articles of incorporation or the laws of the state of organization, catholic health care federation ("chcf") shall have such rights as are reserved to the corporate member, acting in its capacity as the membership body of chcf, under the governance matrix.”

“The organization's corporate member is commonspirit health. Pursuant to section 5.4 of 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 commonspirit health board directly or through powers delegated to the commonspirit health chief executive officer: * substantial change in the mission or philosophy of the st. Luke's health system corporation. * amendment of the corporate documents of the st. Luke's health system corporation. * approve members of the st. Luke's health system corporation. * removal of a member of the governing body of the st. Luke's health system corporation. * approval of issuance of debt by st. Luke's health system corporation. * approval of participation of st. Luke's health system corporation in a joint venture * approval of formation of a new corporation by st. Luke's health system corporation. * approval of a merger involving the st. Luke's health system corporation. * approval of the sale of all or substantially all of the assets of the st. Luke's health system corporation. * to require the transfer of assets by the st. Luke's health system corporation to commonspirit health to accomplish commonspirit health's goals and objectives, and to satisfy commonspirit health debts. * adoption of long range and strategic plans for st. Luke's health system corporation. Pursuant to section 5.4 of the organization's bylaws, commonspirit health 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. (chcf reserved rights) except as otherwise provided in the corporation's articles of incorporation or the laws of the state of organization, catholic health care federation ("chcf") shall have such rights as are reserved to the corporate member, acting in its capacity as the membership body of chcf, under the governance matrix.”

“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.”

“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 organization. The human resources and compensation committee approves, consistent with the organization's philosophy and principles, the annual performance goals and criteria to be 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 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.”

“St. Luke's health system corporation does not have a formal written policy for joint venture arrangements. St. Luke's health system corporation (slhsc) and its related exempt organization, st. Luke's community development corporation - pmc (slcdc-pmc), participate in a hospital joint venture, pmc hospital llc. In the past, the combined ownership of slcdc-pmc and slhsc of pmc hospital was 51%. However, during fiscal year 6/30/2020, slcdc-pmc transferred all of its partnership interests in pmc hospital to slhsc. Therefore, at the end of fy20, slhsc owned the entire 51% of pmc hospital. The operating agreement of the hospital joint venture expressly states 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, the operating agreement gives st. Luke's entities the ability to appoint a majority of the joint venture's board of managers, as well as its chairman. Activities of the joint venture are monitored through st. Luke's majority presence on the joint venture's board of managers.”

“Administrative services: as a values-based organization and in partnership with laity and other, chi st. Luke's health will assure the integrity of the ministry in both current and developing organizations and activities; research and develop new ministries that integrate health, education, pastoral, and social services; promote leadership development throughout the entire organization; advocate for systemic changes with specific concern for persons who are poor, alienated, and underserved; and steward resources by general oversight of the entire organization and its affiliates.”

“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 16,792,239. Management and general expenses 597,171. Fundraising expenses 0. Total expenses 17,389,410. Consulting: program service expenses 4,637,738. Management and general expenses 515,304. Fundraising expenses 0. Total expenses 5,153,042. Contract services: program service expenses 22,899. Management and general expenses 2,545. Fundraising expenses 0. Total expenses 25,444. Contract labor: program service expenses 3,944,785. Management and general expenses 438,309. Fundraising expenses 0. Total expenses 4,383,094. Purchased services: program service expenses 3,833,845. Management and general expenses 425,983. Fundraising expenses 0. Total expenses 4,259,828.”

“Loss on interest rate swap -15,582,984. Beneficial interest adjustments -3,651,919. Affiliate transfers - brazosport regional physician services -13,526,341. Other changes in net assets 302,167. Pension return of surplus 11,037,839.”