Dignity Community Care

“Certain reportable individuals have business relationships with 15 related entities of dignity community care (including certain for-profit subsidiaries and joint ventures) as a result of serving as officers or board members of those entities at the direction of commonspirit health. Board or officer membership on the governing bodies of those related entities are as follows: primed management - m. O'quinn, b. Swartz dignity-gohealth urgent care management llc - t. Strumwasser, b. Swartz arizona care network llc, arizona care network next, llc and dignity/abrazo health network llc - l. Hunt, b.swartz dignity health global education - m. O'quinn, k. Sanford dignity health biolife holding - b. Loanzon, e. Shih dignity/usp norcal surgery center llc - l. Harting, t. Strumwasser dignity health holding corporation - e. Shih, d. Morissette, c. Francis, m. O'quinn dignity health provider resources, inc. - b. Swartz, t. Wilcox dignity health insurance ltd. - c. Cova, k. Lofton, m. Melfi, d. Morissette, m. O'quinn, r. Wiebe consolidated health services - k. Lofton, m. Melfi, d. Morissette franciscan services, inc. - m. Melfi, p. Edgett, iii chi center for transitional research - m. Melfi, t. Kopfensteiner first initiatives insurance ltd- k. Sanford, r. Wiebe”

“Form 990, part vi, section a, line 7a and 7b dignity community care shall operate in association with commonspirit, the health system resulting from the ministry alignment between dignity health and chi. As part of the alignment, on the effective date of february 1, 2019, dignity health caused to transfer non-catholic owned community hospitals, non-catholic subsidiary hospitals, and certain other non-catholic operations to dignity community care, a colorado nonprofit corporation. Dignity community care has no corporate member, but has a self-perpetuating board of directors consisting of both class a and class b directors. Each class of directors has identical voting, participation and other rights over dignity community care. However, election of the class a directors, which constitute a majority of the board of directors, is subject to acceptance by commonspirit. Commonspirit also holds reserved rights over dignity community care through the commonspirit governance matrix as a result of the combination of majority board membership and retained powers.”

“Commonspirit has specific reserved rights as set forth in the system governance matrix with respect to certain corporate actions of the filing organization and its subsidiaries. Those reserved rights include the right to: -approve a substantial change in mission or philosophical direction of dignity community care -closure of a hospital by dignity community care -approve amendment of the articles and bylaws of dignity community care -approve incurrence of debt by dignity community care, including without limitation, borrowings, loans, encumbrances, operating leases and capital leases, in excess of thresholds and within limits established by commonspirit health -approve a joint venture or partnership having dignity community care as a party -approve an increase or decrease to an existing joint venture or partnership interest by dignity community care -approve creation of a new corporation or limited liability company by dignity community care -approve merger or consolidation of dignity community care -approve dissolution of dignity community care -sell or dispose of (i) assets in excess of thresholds established by commonspirit health or (ii) all or substantially all of an operating unit of the assets of dignity community care -approve an acquisition of, or new direct investment in, an enterprise business line or other such company or corporate entity by dignity community care -approve an increase or decrease in an existing direct investment in an enterprise business line or other such company or corporate entity by dignity community care -appointment or termination of a ceo by dignity community care -adopt long range and strategic plans by dignity community care -adopt consolidated healthcare system operating and capital budget for dignity community care -adopt variations from operating and/or capital budget in excess of threshold established by commonspirit health by dignity community care in addition, commonspirit health has retained rights concerning approval of compensation philosophy, incentive compensation design and establishment of annual and long term incentive goals, executive compensation plans and review of total remuneration for reasonableness.”

“The related organization's system vice president of finance-dignity health controller and the tax manager reviewed the final draft of this form 990 with the svp/finance and corporate controller of commonspirit. The svp/finance and corporate controller of commonspirit reviewed the draft of this form 990 with the sevp/chief financial officer. The reviews included an explanation of each schedule of the form 990 and the pertinent information contained on each schedule. The vp and deputy general counsel, national services and business lines, reviewed governance schedules and the evp/chief compliance officer reviewed the conflict of interest schedules. Compensation schedules and disclosures were reviewed with the sevp, chief human resources officer and the dignity health board of directors human resources and compensation committee. The complete copy of the form 990 was provided to the entire board of directors before the return was filed.”

“Dignity community care follows dignity health's conflict of interest policy. Dignity health has a conflicts of interest ("coi") policy (the "policy") in place to maintain the integrity of its activities. Through february 7, 2019, conflicts were administered solely through dignity health's governance policy (described below). On february 8, 2019, in connection with the alignment of the catholic health ministries of catholic health initiatives and dignity health, the commonspirit health board of stewardship trustees approved commonspirit health corporate responsibility policy no. G-001, commonspirit health conflicts of interest policy. This policy applies to members of commonspirit system entities, corporate boards and committees of those corporate boards, members of certain community boards of commonspirit system entities and members of committees of those community boards, corporate officers of commonspirit system entities, employees of commonspirit system entities at the level of vice president or above, and all individuals engaged in research at institutions owned or operated by a system entity. This policy stipulates that, because the pre-closing chi coi policies and pre-closing dignity health coi policies encompass the categories of covered persons that are minimally required by the new system policy, the pre-closing chi coi policy shall continue to apply to the chi entities and the individuals who were subject to the pre-closing chi coi policies; and the pre-closing dignity health coi policies shall continue to apply to the dignity health entities and the individuals who were subject to the pre-closing dignity health coi policies. However, notwithstanding the foregoing, until commonspirit health adopts a single process for identifying and managing conflicts of interest for all system entities, the following individuals shall be subject to the pre-closing chi coi policies from and after the effective date of corporate responsibility policy no. G-001: 1. Members of the commonspirit health board of stewardship trustees and members of the committees of the board of stewardship trustees; 2. Corporate officers of commonspirit health; 3. Members of the board of directors of dignity health and members of the committees of the board of directors of dignity health. During the period july 1, 2019 june 30, 2020, dignity health was also subject to the pre-closing dignity health written conflict of interest policies (the "dignity health coi policies"). These policies provide for the disclosure and subsequent review and management of conflicts of interest that may exist for members of dignity health's governing bodies, including its board of directors and board committees, as well as dignity health's officers and executive leaders, key employees, management personnel at the vice president level and above, and any other designated personnel ("covered persons"). As noted above, these pre-closing dignity health coi policies continue to apply after february 8, 2019 to those individuals previously covered under the dignity health policy except for the members of the commonspirit health board of stewardship trustees and its committees, corporate officers of commonspirit health, dignity health board of directors and members of the committees of the board of directors of dignity health (all of whom are covered by the pre-closing chi coi policy beginning on february 8, 2019). Pursuant to the aforesaid policies, disclosure, review and management of perceived, potential or actual conflicts of interest are accomplished through a defined coi disclosure review process as described below. A. Disclosure obligations: 1. Ongoing: each person covered by the commonspirit coi policy is required to promptly and fully disclose to his/her direct manager, supervisor, medical staff office, board or board committee chair, any situation or circumstance that may create a conflict of interest. The person must disclose the actual or potential conflict as soon as she/”

“B) appeal - if a person does not agree with a determination made by the c-circ, its interpretation of the coi policy, still seeks an exemption or exception, or seeks further clarification of the c-circ 's decision, the individual may appeal the decision through his or her manager for reconsideration by the c-circ, and the c-circ will review and issue a final determination based upon any new or additional information presented. 2. Matters elevated to the executive committee or board chair: a) determination of existence of conflict - the board chair or his or her designee performs any further investigation of any conflict of interest disclosures as he or she may deem appropriate. If the conflict involves the board chair, the vice chair assumes the chair's role outlined in the coi policy. Based on review and evaluation of the relevant facts and circumstances, the board chair makes an initial determination as to whether a conflict of interest exists and whether, pursuant to the coi policy, review and approval or other action by the board is required. A written record of the board chair's determination, including relevant facts and circumstances, is made. The board chair then makes an appropriate report to the executive committee of the board concerning the coi review, evaluation and determination. If a difference of opinion exists between the board chair and another trustee as to whether the facts and circumstances of a given situation constitute a conflict of interest or whether board review and approval or other action is required under the coi policy, the matter is submitted to the board's executive committee, which makes a final determination as to the matter presented. That determination, including relevant facts and circumstances, is reflected in the executive committee minutes and is reported to the board. B) board evaluation of transactions involving an officer / board member conflict of interest - i. The board carefully scrutinizes and must in good faith approve or disapprove any transaction in which commonspirit or a commonspirit entity is a party and in which the trustee or a corporate officer either: 1. Has a material financial interest; or 2. Is a trustee or corporate officer of the other party (other than a commonspirit affiliated organization). Ii. The board must approve the transaction by a majority of the trustees on the board (not counting any interested trustee). In reviewing such transactions between commonspirit or commonspirit entities and vendors or other contractors who are, or are affiliated with, trustees or corporate officers, the board acts no more or less favorably than it would in reviewing transactions with unrelated third parties. The transaction is not approved unless the board determines that the transaction is fair to commonspirit or the commonspirit entity. Iii. A conflicted trustee or corporate officer is not permitted to use his or her personal influence with respect to the approval or disapproval of the conflicted transaction. However, if requested, such trustee or corporate officer is not prevented from briefly stating his or her position in the matter, nor from answering pertinent questions from trustees, as his or her knowledge may be relevant. The trustee or corporate officer is excused from the meeting during discussion and vote on the conflict of interest. C) board evaluation of non-transactional conflicts - i. The board carefully reviews and scrutinizes any non-transactional conflict of interest (e.g., disclosure of nonpublic information, competition with commonspirit or a commonspirit entity, failure to disclose a corporate opportunity, excessive gifts or entertainment, etc.). Ii. In such circumstances, by a majority vote of the disinterested trustees, the board takes whatever action is deemed appropriate with respect to the trustee or corporate officer under the circumstances (including possible disciplinary or corrective action) to best protect the interests of commonspirit or the c”

“As outlined in part vi, section a, line 7b, the board of directors and corporate officers of dignity health shall at all times be those persons who serve from time to time as the board of directors and corporate officers, respectively, of commonspirit. Dignitiy community care's officers and key employees are employees of dignity health or commonspirit. 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 packages for each officer and certain key employees of commonspirit and dignity health (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 an independent consultant 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 directors. 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.”

“Federal tax laws do not require that the organization's governing documents and policies related to conflicts of interest be made available for public inspection. The organization makes its consolidated audited financial statements available on its website and upon request. The financial statements are also attached to this form 990.”

“Presentation of complete names and titles of certain individuals listed in part vii, section a. (9) laurie harting svp operations & ceo, greater sacramento division (11) mary connick svp, finance, corporate controller (thru 6/30/19) (12) elizabeth i. Keith evp/sponsorship/mission integration, philanthropy (13) charles cova svp operations & ceo, california central coast division (14) linda hunt svp operations & ceo, arizona division (15) keith callahan svp, supp & srvcs resources mgmt (thru 6/28/19) (16) julie sprengel svp operations & ceo, nevada/southern california division (17) lisa gamshad (zuckerman) system svp treasury & strategic investments (18) jon vanboening svp operations & ceo, central california division (20) jeffrey w. Land system svp national real estate services (21) todd a strumwasser, md svp operations & ceo, northern california division (24) timothy panks svp, finance & revenue cycle management (thru 6/30/19) (25) benjie m. Loanzon system svp finance and corporate controller (27) kathleen sanford, rn, dba, fache chief nursing officer (29) tammara wilcox system svp payer strategy & relationships”

“Dignity community care is committed to furthering the charitable and community-based health care purposes, mission, vision and core values. Through teamwork and innovation, faith and compassion, advocacy and action, we endeavor every day to keep our patients happy, healthy, and whole. Our mission: dignity community care's mission, vision and values inform every aspect of our work each day, and remind us that we serve our patients, their families, our communities and also each other. Our mission, vision and values work hand in hand: the first states our purpose, the next declares our ambition, and our values guide our actions and shape our culture. Together, they help us achieve the health care future we're beginning to build. Our vision: a healthier future for all inspired by faith, driven by innovation, and powered by our humanity. Our values: in living our mission, we strive to deliver compassionate, high-quality, affordable health care; serve and advocate for those sisters and brothers who are poor and disenfranchised; and partner with others in the communities we serve to improve the quality of life. In carrying out our healing ministry, we embody the values of compassion, inclusion, integrity, excellence and collaboration. Compassion: care with listening, empathy and love. Accompany and comfort those in need of healing. Inclusion: celebrate each person's gifts and voice. Respect the dignity of all. Integrity: inspire trust through honesty. Demonstrate courage in the face of inequity. Excellence: serve with fullest passion, creativity, and stewardship. Exceed expectations of others and ourselves. Collaboration: commit to the power of working together. Build and nurture meaningful relationships.”

“Dignity community care owned and operated 15 hospitals throughout the california divisions and in the arizona division during the year ended june 30, 2020. Dignity community care's facilities included approximately 3,047 licensed acute care beds and approximately 373 licensed skilled nursing beds as of june 30, 2020. Dignity community care maintains a prominent market share in many of its divisional areas, and many of its hospitals rank among the finest in the nation. With a significant presence in greater sacramento, san francisco bay area, southern california, and central coast, dignity community care's california operations are well dispersed throughout the state. Dignity community care's hospitals operate emergency rooms that are open to all persons regardless of ability to pay; are governed by the dignity community care board, which is primarily comprised of independent persons representative of the community; engage in the training and education of healthcare professionals; and participate in medicaid, medicare, tricare and/or other government-sponsored health care programs. Dignity community care is a public benefit corporation exempt from taxation under section 501(c)(3) of the internal revenue code.”

“All compensation is paid by related organization parent which employs the individuals receiving excess renumeration. The employing entity reports any excess renumeration on its form 4720 for all covered persons.”

“Revenue cycle services: program service expenses 70,987,842. Management and general expenses 25,857,781. Fundraising expenses 0. Total expenses 96,845,623. Medical fees: program service expenses 121,823,110. Management and general expenses 55,917,337. Fundraising expenses 0. Total expenses 177,740,447. Professional fees/consulting: program service expenses 20,178,898. Management and general expenses 9,262,202. Fundraising expenses 0. Total expenses 29,441,100. Repairs/maintenance/demolition: program service expenses 33,580,738. Management and general expenses 15,413,704. Fundraising expenses 0. Total expenses 48,994,442. Laundry & linen: program service expenses 4,911,452. Management and general expenses 2,254,378. Fundraising expenses 0. Total expenses 7,165,830. Other purchased services: program service expenses 95,823,990. Management and general expenses 43,983,627. Fundraising expenses 0. Total expenses 139,807,617.”

“Other expenses: program service expenses 15,830,592. Management and general expenses 2,521,552. Fundraising expenses 0. Total expenses 18,352,144. Licenses & taxes: program service expenses 3,367,731. Management and general expenses 2,410,890. Fundraising expenses 0. Total expenses 5,778,621. Dues & subscriptions: program service expenses 757,095. Management and general expenses 2,495,820. Fundraising expenses 0. Total expenses 3,252,915. Special charges: program service expenses 0. Management and general expenses 1,583,502. Fundraising expenses 0. Total expenses 1,583,502.”

“Change in non-controlling interests 3,305,599. Change in accounting principle -2,506,686. Unrestricted fund activity-earnings frm exempt corps held as joint ventures -744,624. Interest in net assets of unconsolidated foundation -1,190,153. Transfer of jv cash distribution to dcc -13,143,495. Change in accnting methodology of wholly owned entities pursuant to affil -450,232,373. Gain on adoption of asu 2017-17 27,086,659. Change in jv ownership interest -3,839,310. Other fund balance transfers -1,844,326.”

“The organization did not change its oversight or selection process during the tax year.”

“The organization's federal awards were included in commonspirit's consolidated uniform guidance audited schedule of federal expenditures for the period of july 1, 2019, to june 30, 2020.”