Dignity Community Care

“Certain reportable individuals have business relationships with 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. Officers and board membership on the governing bodies of those related entities are as follows. Primed management consulting - m. O'quinn, b. Swartz dignity-gohealth urgent care management llc - t. Strumwasser, b. Swartz arizona care network next, llc - l. Hunt, b.swartz dignity health global education - m. O'quinn, k. Sanford biolife dignity health international ltd. - 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 insurance ltd. M. Melfi, d. Morissette, m. O'quinn, j. Sprengel, r. Wiebe consolidated health services - p. Edgett, iii, m. Melfi, m. O'quinn”

“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 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.”

“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. The policy was last updated during the tax year ended 6/30/2021. 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 - 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.”

“As outlined in part vi, section a, line 7b, through march 31, 2021, 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. Dignity 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 commonspirit's website and upon request. The financial statements are attached to this form 990.”

“Presentation of complete names and titles of certain individuals listed in part vii, section a (1) kevin e lofton, fache president/ ceo commonspirit health (thru 6/30/20) (6) paul edgett, iii chief business lines officer (thru 12/31/20) (7) patricia webb, fache sevp chief administrative officer (thru 12/31/20) (9) elizabeth i keith former evp/sponsorship/mission integration, philanthropy (thru 8/15/20) (12) bruce swartz svp physician enterprise (thru 11/30/20) (13) laurie harting svp operations & ceo greater sacramento division (14) charles cova svp operations & ceo ca central coast division (15) linda hunt svp operations & ceo arizona division (16) mitch melfi, esq, jd secretary/ vice chair/chief legal officer (17) jon vanboening svp operations & ceo central california division (18) suja chandrasekaran sevp chief information and digital officer (20) julie sprengel svp operations & ceo southwest division (21) todd a strumwasser, md svp operations & ceo northern california division (23) anthony scott carswell board member/ system svp market strategy and development (24) lisa gamshad (zuckerman) system svp treasury & strategic investments (26) benjie m loanzon system svp finance and corporate controller”

“Part vii, section a, listed persons a. S. Carswell, m. Melfi and e. Shih became voting board members during the organization's tax year, effective january 2021.”

“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 16 acute care hospitals that are wholly owned, disregarded entities, or for which dignity community care is the sole member, and 5 non-acute care hospitals through joint ventures, throughout the california divisions and in the arizona division during the year ended june 30, 2021. Dignity community care's facilities included approximately 2,361 licensed acute care beds and approximately 201 licensed skilled nursing beds as of june 30, 2021. 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 the related organization 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 24,145,914. Management and general expenses 65,567,538. Fundraising expenses 0. Total expenses 89,713,452. Medical fees: program service expenses 133,318,703. Management and general expenses 58,065,884. Fundraising expenses 0. Total expenses 191,384,587. Professional fees/consulting: program service expenses 21,023,408. Management and general expenses 9,156,575. Fundraising expenses 0. Total expenses 30,179,983. Repairs/maintenance/demolition: program service expenses 31,084,835. Management and general expenses 13,538,749. Fundraising expenses 0. Total expenses 44,623,584. Laundry & linen: program service expenses 5,856,932. Management and general expenses 2,550,940. Fundraising expenses 0. Total expenses 8,407,872. Other purchased services: program service expenses 78,660,639. Management and general expenses 34,260,006. Fundraising expenses 0. Total expenses 112,920,645.”

“Change in non-controlling interests change in accounting principle 312,105. Unrestricted fund activity-earnings frm exempt corps held as joint ventures 75,788,401. Interest in net assets of unconsolidated foundation 12,585,865. Transfer of jv cash distribution & capital investment to dcc -8,106,534. Additional paid-in capital in care networks 497,981,751. Gain on adoption of asu 2017-17 16,034,387. Change in jv ownership interest -375,893. Other fund balance transfers -843,539. Fund balance change due to sale of optum shares allocation -500,000,000.”

“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, 2020, to june 30, 2021.”