Prisma Health - Upstate

“The sole member is strategic coordinating organization "sco".”

“The sole member, sco, selects the board members and has the power to remove any director at any time.”

“The sole member, sco, has the authority with respect to the following matters: a. Approval of any change or deviation by the corporation of its affiliates from the mission, vision, philosophy, shared governance principles, shared foundation principles, and commitments as described in the master affiliation agreement. B. Approval of the corporation's adoption of vision and mission statements or any amendment thereto. C. Approval of the corporation's strategic and financial plan. D. Approval of corporation goals, targets, and policies regarding credentialing, quality, and patient safety. E. Determination to sell, transfer or otherwise dispose of all or substantially all of the assets of the corporation as part of a single transaction or plan, to substantially change the use of substantially all of the assets of the corporation, or to dissolve the corporation and distribute its assets. F. Determination to merge, consolidate, or reorganize the corporation to changes its corporate member. G. Determination to enter into any material agreement whereby a third party will joint venture with the corporation or any of its affiliates or manage a substantial part of the facilities, assets, or operations of the corporation or its affiliates. H. Appointment of the board of directors of the corporation (after appointment of the initial board of directors). I. Appointment of the senior management leader of the corporation. J. Approval of an amendment to the corporation's articles of incorporation. K. Approval of an amendment to the corporation's bylaws. L. Approval of such other actions for which a provision of these bylaws expressly requires the approval of the sole member.”

“The return was prepared by an independent accounting firm with assistance and oversight by management. The return was reviewed by management and the in-house legal counsel, prior to filing with the IRS. In addition, a copy of the return was provided to the SC Health Company Finance Audit and Compliance Committee prior to filing. The SC Health Company establishes the strategic direction for UAO, sets its budget, oversees its financial performance, and selects the directors of UAO. Accordingly, this form 990 is provided in advance to the SC Health Company Finance Audit and Compliance Committee.”

“The Directors and Officers are required to disclose on an annual basis any conflicts of interest. These are reviewed by the corporate compliance and legal departments of Upstate Affiliate Organization d/b/a Greenville Health System. Additionally, corporate compliance compares annual disclosures by employed physicians to those disclosed by vendors through the open payments system. Any exceptions are reviewed and communicated to the Conflict of Interest Committee and the department chairperson.”

“The sc health company is responsible for establishing the compensation philosophy for the entire system of which uao is a part. As part of this undertaking, the executive compensation committee of the board of directors of the sc health company, which is composed solely of the independent directors of the sc health company, sets the compensation payable to the executives and management leaders employed uao and its related organizations who are considered as disqualified persons in accordance with section 4958 of the code. This process of independent establishment and review of compensation by the parent organization or the system is consistent with that utilized by the majority of large, multi-institutional healthcare sustems. The executive compensation committee utilizes an expert independent compensation consultant retained by the committee to provide and evaluate compensation based on comparability data, market conditions, competition for talent, and other significant factors. Base compensation, variable incentive compensation, and benefits are all established and set after review by the committee of this data and the performance of the organization, and reports from the independent consultant are included in the minutes of the deliberation by the committee.”

“The organization makes it form 990 and form 1023 available upon request.”

“The organization makes its governing documents, conflict of interest policy, and financial statements available upon request.”

“Effective 10/1/2016, UAO leased the assets and assumed the liabilities of Greenville Health System, a governmental body (GHS). The payroll reporting also changed on this date. The Form 990 is reporting wages from the 2016 Form W-2 that was filed for the remaining three months of 2016.”

“CONTRACT SERVICES: Program service expenses 8,019,190. Management and general expenses 0. Fundraising expenses 0. Total expenses 8,019,190. MEDICAL SERVICES: Program service expenses 121,274,994. Management and general expenses 0. Fundraising expenses 0. Total expenses 121,274,994. TEACHING SERVICES: Program service expenses 23,456,664. Management and general expenses 0. Fundraising expenses 0. Total expenses 23,456,664. OTHER PROFESSIONAL SERVICES: Program service expenses 1,566,886. Management and general expenses 0. Fundraising expenses 0. Total expenses 1,566,886. PURCHASED SERVICES: Program service expenses 89,967,369. Management and general expenses 0. Fundraising expenses 0. Total expenses 89,967,369.”

“Equity transfers -138,126,042. Other changes in net assets 59,904,551.”

“The process has not changed from the prior year.”