Christus St Vincent Medical Group

“Form 990, part vi, line 6 st.vincent hospital is the sole corporate member of christus st. Vincent medical group.”

“Form 990, part vi, line 7a the corporate members of the filing organization have the power to appoint all members of the filing organization's governing body.”

“Form 990, part vi, line 7b christus health's board of directors has the following powers: approve, change and/or interpret the filing organization's philosophy, mission and vision; approve the adoption or amendment of the filing organization's articles of incorporation and bylaws; appoint and remove members of the filing organization's board of directors; appoint and remove the filing organization's chair of the board of directors and vice chairperson of board of directors; approve incurrence of debt that exceeds $5 million per incurrence or $25 million annually; approve any merger, consolidation,acquisition, dissolution or liquidation by the filing organization; approve the implementation of system-wide policies for filing organization: approve system-wide consolidated budget and performance indicators for the filing organization; approve the independent audit reports of the filing organization; approve capital projects greater thatn $10 million for the filing organization; approve any transaction by the filing organization the effect of which is to create a new legal entity or joint venture, any transaction involving a system participant or local entity which creates a new legal entity or joint venture; or changes in business purpose or relationship of any local entity; and approve and authorize actions reserved in organization documents or similar governance documents. The christus health ceo has the following powers: power to appoint and remove the president of the filing organization; approve the sale, lease, mortgage, transfer, easement or encumbrance of the filing organization's real property designated as non-designated ministry property under $5 million but more than $1 million; approve the incurrence of debt up to a $5 million cap or 25 million annually by the filing organization; approve strategic plans of the filing organization; approve the filing organization's budgget; set the threshold of capital projects less than $10 million by the filing organization; and approve management directives for the filing organization. The christus health members are the congregation of sisters of charity of the incarnate word, houston, texas and the congregation of sisters of charity of the incarnate word (of san antonio). The christus health members have the folloeing powers: approve the adoption and amendment of articles of incorporation and bylaws of the filing organization if the change is related to reserved powers of members: approve the sale, lease, mortgage, transfer, easement or encumbrance of real property in excess of a $5 million threshold dollar amount required by canon law for the filing organization; approve the sale, lease, mortgage, transfer, easement, or encumbrance of real property designated as designated ministry property by the filing organization, but not in excess of $5 million; approve the change of ownership, management or control, (except in the ordinary course of business office and space leases) the fundamental use by change in license that would significantly change a facility, or the elimination of ob, ped, psych or emergency services on real property provided in connection with designated ministry property owned by the filing organization; and approve the merger, consolidation, acquisition, dissolution or liquidation of the filing organization if it owns designated ministry property.”

“Form 990, part vi, line 11b the form 990 is prepared and reviewed by the christus health tax department. The christus health accounting department works with the taxdepartment in preparation and review of the form 990. The filing organization's cfo, or other designee, reviews the form 990. The final form 990 that will be filed with the irs is posted to a secure internet portal for all members of the board of directors to view. Review of the final form 990 occurs prior to filing with the irs in the spring of 2023 via either meeting, conference call, or web portal polling tool by the respective christus organization's board, based on a set of suggested review processes developed by christus health.”

“Form 990, part vi, section b, line 12c at the end of each calendar year, the christus health corporate secretary distributes a conflict of interest questionnaire to all of the organization's board and committee members for completion prior to the 1st of january in the next year. The corporate secretary thoroughly reviews all completed and executed conflict of interest questionnaire forms to ensure accuracy and that no potential or identified conflict is disclosed or exists. The organization's board of directors is responsible for enforcement of the conflict of interest policy of the organization.”

“Form 990, part vi, lines 15a & 15b the executive compensation committee of christus health determines the compensation of the ceo (or executive director, as applicable), officers and key employees of christus health and certain other officers and key employees of related organizations, including christus pediatric physician group. The executive compensation committee is composed of individuals who have no conflict of interest with the compensation arrangements at hand. The executive compensation committee of the christus health board selects an independent external firm to perform an independent compensation review, to ensure that all compensation is reasonable and comparable to other similarly situated organizations, for similarly qualified persons in functionally comparable positions, and to provide supporting information of compensation decisions. On an annual basis the external consultant: 1. Develops the merit increase recommendations for all designated system executives based on market comparability. 2. Recommends the changes in the compensation structure (grades) based on the market changes. 3. Completes a review and evaluation of newly created positions to recommend a grade placement to the committee for its discussion and approval. On a bi-annual basis, the external consultant completes a detailed review of all other designated system executives' compensation and benefits. This group includes all top management officials, other officers and key leaders of the organization. The review includes recommendations to the committee on any changes necessary in either specific compensation or compensation structure to ensure market competitiveness, reasonableness and internal equity. Upon recommendations from the independent external firm, the executive compensation committee makes final compensation decisions. Additionally, the executive compensation committee reviews all compensation payments for excess benefit transactions. The discussion and decisions of the committee are documented and formalized in the committee minutes and maintained on record. The filing organization determines the compensation of the secretary by use of an independent and external consultant. The consultant helps determine pay rates for the associates of the filing organization, taking into account market data and shift differential. The compensation rates are approved by the filing organization. Based the aforementioned procedure, the secretary's compensation is not reviewed by a compensation committee.”

“Form 990, part vi, line 18 christus health and most of its affiliated entities do not have forms 1023 because of their inclusion in the irs group ruling with the united states conference of catholic bishops, which covers the organizations listed in the annual official catholic directory. Christus health's website displays the irs group ruling and relevant annual official catholic directory pages for the organizations related to christus health. Forms 990 and 990-t are made available upon request.”

“Form 990, part vi, line 19 the consolidated audited financial statements of christus health are made available to the public via the christus health website. The organization's governing documents and conflict of interest policy are not made available to the public.”

“Form 990, part vii and form 990, schedule j former director randy safady is the senior vice president / chief financial officer of christus health, a member organization of st. Vincent hospital (the sole member of christus st. Vincent medical group). Christus health has 50% ownership of st. Vincent hospital, and therefore does not meet the definition of a related organizaton set forth by the form 990 instructions. Therefore, randy's compensation is not reported as related compensation on form 990, part vii or form 990, schedule j, part ii. Moreover, the compensation he is paid from christus health is solely for his role as senior vice president / chief financial officer of christus health, and not related to his role as director of st. Vincent hospital or christus st. Vincent medical group. For informational purposes, randy safady received the following compensation paid by christus health during calendar year 2021: base compensation = $3,320,367 bonus and incentive compensation = $2,430,000 other reportable compensation = $68,805 retirement and other deferred compensation = $2,032,179 non-taxable benefits = $11,587 compensation reported in prior form 990 = $0”