St Mary'S Hospital Inc

“Kootenai hospital district dba kootenai health is the sole member of st. Mary's hospital and clinics, inc. And may elect one or more members of the governing body as described in schedule o, part vi, line 7. Kootenai health and benedictine sisters of scholastica monastery have reserved powers with respect to st. Mary's hospital, inc. As described in schedule o, part vi. Line 7b.”

“Kootenai hospital district appoints and removes st. Mary's hospital, inc. Governing body.”

“Kootenai hospital district has reserved powers as follows: strategic and business plans - authority to create and to approve smh's strategic and business plans. Mission - authority to create and to approve the mission purpose and vision statement for smh. Debt - approval of the incurrence of debt by and the creation of all mortgages, liens, security interests, or other encumbrances on the assets of smh in excess of the single or annual aggregate dollar limits prescribed in writing by the kh board of directors. Governing instruments - authority to cause and approve amendments of the articles of incorporation and bylaws of smh. Mergers and acquisitions - authority to cause and to approve all mergers, consolidations, and dissolutions of smh. Affiliations and joint ventures - authority to cause and approve all affiliations, joint ventures and other alliances between third parties and smh. Transfer of assets - authority to cause and to approve the sale, lease, or other transfer of smh assets when the asset's value exceeds the single or aggregate dollar limit prescribed in writing by the kh board of directors. Services - authority to cause and to approve the discontinuance of services and service locations of smh. Budgets - approval of capital and operating budgets of smh. Professional services - selection of the general legal counsel and external auditors of smh. Acquisitions - authority to cause and to approve all acquisitions by and formations of entities by smh. Marketing and branding - authority to implement smh marketing, branding, and promotional activities. Compliance plans - authority to create and to approve corporate compliance, safety and risk management plans for smh. Quality plan - authority to create to approve smh's quality plan. Non-budgeted purchases - approval of non-budgeted capital purchases, operating expenses, and leases in excess of the single or annual aggregate dollar limits prescribed in writing by kh for smh. Human resources - authority to create human resource policies and procedures for smh. Reserved powers - authority to create additional kh reserved powers by the affirmative vote of at least 75% of the kh board of directors (excluding the kh president); provided, however that any additional kh reserved powers shall not contravene or hinder the ssm reserved powers. As a sponsor to smh, the sisters of st. Scholastica monastery (ssm) also has certain reserved powers over smh. Ssm's reserved powers are as follows: mission - authority to approve the mission and purpose statements for smh. Adherence to erds - authority to review and approve the methods, policies and procedures pertaining to adherence of smh to the ethical and religious directives for catholic health care services (erds). Official catholic director - authority to oversee the listing of smh in the official catholic directory, subject to the approval of applicable catholic authorities. Catholic health association - authority to require smh to join the membership of the catholic health association of the united states if smh qualifies and such membership does not impose an unreasonable burden on smh as determined by kootenai health. Alienation of stable patrimony or ecclesiastical goods - authority to approve alienation of either stable patrimony or other ecclesiastical goods at smh having a dollar value equal to or greater than 70% of the amount established from time to time that requires approval from the holy see; provided, however, that it is the intent of the parties that this provision not be applied to restrict or to impede smh from acting and making decisions in the ordinary course of business; instead it is intended to prevent the transfer of substantial assets of smh to support the secular entities of kootenai health without the prior approval of ssm. Mission effectiveness -authority to approve annual plans and evaluations relating to mission effectiveness and chaplaincy for smh including the use of religious symbols and prayers. Amen”

“A copy of the 990 is provided to the ceo and cfo who review the form, schedules and related attachments. Any comments or questions are addressed with the preparer and a final draft is provided to the board of directors. Once management is satisfied with the 990, the cfo signs the form 8879-te authorizing the preparer to e-file the return.”

“The hospital requires board members and officers of the organization to annually disclose potential conflicts. If a potential conflict exists, they are reviewed by the board and the individual with the potential conflict abstains from voting on the issue.”

“The independent executive compensation committee of the board of directors is authorized to fulfill the board's responsibilities regarding executive compensation. The executive compensation committee responsibilities include, but are not limited to, establishing, reviewing and modifying, as appropriate, reasonable compensation and benefits for designated executives who are officers or key employees which may be paid by related organizations. The executive compensation committee engages qualified independent compensation advisors to provide objective and impartial comparative data and to express opinion on total compensation reasonableness. The executive compensation committee may request its independent advisors to monitor comparability data and marketplace trends, make appropriate recommendations regarding salary ranges, and periodically review the market competitiveness of executive compensation packages prior to establishing or adjusting executive compensation. The executive compensation committee will obtain and rely upon appropriate data as to comparability of the proposed compensation or adjustments. The executive compensation committee will adequately document the basis for its determination concurrently with making those determinations. The executive compensation committee minutes will include the terms of the approved compensation and the date approved. The executive compensation committee members present during the review, discussion and approval of the proposed compensation and those who voted on the proposed compensation identification of the comparability data obtained and relied upon by the executive compensation committee and how the data was obtained, any actions by a member of the executive compensation committee having conflict of interest, and documentation of the basis for determination the year this process was last undertaken.”

“The governing documents, conflict of interest policy, and audited financial statements are available to the public upon request.”

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