Catholic Health Initiatives Colorado

“Catholic health initiatives-colorado has not formally adopted a written policy or written procedure regarding joint ventures. However, commonspirit healths' ("csh") system-wide joint venture model operating agreement incorporates controls over the venture sufficient to ensure that: (1) the exempt organization at all times retains control over the venture sufficient to ensure that the partnership furthers the exempt purpose of the organization; (2) in any partnership in which the exempt organization is a partner, achievement of exempt purposes is prioritized over maximization of profits for the partners; (3) the partnership does not engage in any activities that would jeopardize the exempt organization's exemption; (4) returns of capital, allocations, and distributions must be made in proportion to the partners' respective ownership interests; and (5) all contracts entered into by the partnership with the exempt organization must be at arm's-length, with prices set at fair market value. Any joint venture agreements that do not conform to the model agreement are generally reviewed by counsel.”

“The organization's president, treasurer, secretary and key employees are employed by centura health corporation ("centura"), a related tax exempt organization. Outside consultants are engaged to provide recommendations to centura's compensation committee regarding the compensation of facility ceo's and centura senior executives. The consultant's recommendations are then presented to and approved by the compensation committee. Centura's human resources department performs analyses of the market to determine compensation ranges for the remainder of centura executives which are reviewed and approved by centura's senior leadership. For those reportable individuals (i.e. Board members and board officers) whose compensation is paid by commonspirit health ("csh"), their compensation was set by a compensation committee utilizing an independent consultant and comparability studies to determine compensation amounts that were board approved and paid to them in accordance with a written contract.”

“According to the bylaws of catholic health initiatives-colorado, the entity's sole member is commonspirit health, a colorado nonprofit corporation.”

“The sole corporate member has the power to appoint, replace or remove the members of the board of directors. According to the organization's bylaws, the sole member shall fill all vacancies on the board of trustees created by removal, resignation, or death.”

“Catholic health initiatives-colorado's ("chic") corporate member is commonspirit health ("csh"). Pursuant to section 5.4.1 of the organization's bylaws, the corporate member shall have the specific rights set forth in the governance matrix except to the extent otherwise provided in organization's articles and bylaws. Pursuant to the governance matrix the following rights are held by the chic board: - approve members of the chic board - amendment of the corporate documents of chic - approve removal of a member of the governing body of chic - adoption of long range and strategic plans for chic the following rights are reserved to the commonspirit health board directly or through powers delegated to the csh chief executive officer: - substantial change in the mission or philosophy of chic - removal of a member of the governing body of chic - approval of issuance of debt by chic - approval of participation of chic in a joint venture - approval of formation of a new corporation by chic - approval of a merger involving chic - approval of the sale of all or substantially all of the assets of chic - to require the transfer of assets by chic to csh to accomplish csh's goals and objectives, and to satisfy csh debts. Pursuant to section 5.5.2 of the organization's bylaws, csh may, in exercise of its approval powers, grant or withhold approval in whole or in part, or may, in its complete discretion, after consultation with the board and the president and chief executive officer of the organization, recommend such other or different actions as it deems appropriate. In addition, pursuant to the affiliation agreement between csh, chic, centura health corporation, and advent health, certain matters affecting chic must be approved by both portercare and csh. Those items include: - the transfer of assets valued at over $3000,000 - the issuance of a debt instrument in excess of $250,000 - the amendment of the organizing documents - the admission of a new sponsor - a merger or dissolution or reorganization - settlement of legal proceedings in excess of $5,000,000 - capital expenditures in excess of $2,000,000”

“A draft of the form 990 is reviewed by management and made available to the top financial official for consideration and review prior to filing with the irs.”

“Centura health corporation ("chc") manages the daily activities of the organization under a joint operating agreement between the advent healthcare system and commonspirit health. The organization has adopted the coi policy of chc. The policy reads as follows: 1. Conflict of interest policy 1.1 consistent with centura integrity standards, it is policy that each board of trustee member, corporate officer, and key employee act at all times in a manner that is consistent with centura's mission and values based service to the community and exercise care that he or she does not have any personal interest which might conflict with or appear to conflict with the interest of centura or which might influence their judgment or actions in performing their duties. 1.1.1 in connection with an actual or possible transaction or arrangement involving centura, any board member, corporate officer, or key employee who has a direct or indirect financial interest must disclose and be given the opportunity to share all material facts with the board considering the proposed transaction or arrangement. 1.1.2 board members, corporate officers, and key employees are also required to disclose any possible conflicts on an annual basis through the conflict of interest questionnaire. 2. Procedure for disclosing and reviewing transaction or arrangement conflict of interests: 2.1 board members, corporate officers, and key employees that have a financial interest in any actual or possible transaction involving centura are required to disclose the financial interest. 2.1.1 in order to determine if a conflict of interest exists, the individual who is considered to have a financial interest may make a presentation at the board or board committee meeting. After such presentation, the individual shall leave the meeting for discussion and a vote on the issue. 2.1.2 after exercising due dillegence, the board or board committee shall determine whether centura can obtain a more advantageous transaction with reasonable efforts from another person or entity. If a more advantageous transaction is not reasonably attainable, the board or board committee shall determine by a majority vote of the disinterested members whether the transaction is in centura's best interest and is fair. 3. Procedure for disclosing and reviewing other conflict of interests: 3.1 board members, corporate officers, and key employees shall also disclose in advance to centura leaders any non-transactional actions or relationships that have the potential to create a conflict of interest. 3.1.1 the board or board committee shall carefully review and scrutinize any conflict of interest. By a majority vote of the disinterested members, the board shall take whatever action is deemed appropriate with respect to the board member, corporate officer, or key employee under the circumstances, including possible corrective action, in order to best protect the interests of centura. 3.1.2 on an annual basis, board members, corporate officers, and key employees will also be sent an email requesting they complete the board member and corporate officer conflict of interest questionnaire by the specified due date in the email. 3.1.3 the corporate responsibility department shall notify the chairperson of the board of any potential conflicts and the chairperson, or designee, shall perform further investigation as he or she deems appropriate. 4. Record of proceedings: 4.1 the minutes of the board and board committee shall contain: 4.1.1 the names of persons who disclosed or otherwise were found to have a financial interest and the nature of the financial interest. 4.1.2 the names of persons who were present for discussions and votes relating to any financial interest, the content of the discussion, including any alternatives, and a record of the board or board committee decision. 5. Violations of the conflicts of interest policy: 5.1 if the board or board committee has reasonable cause to believe that an individual has f”

“THE ORGANIZATION'S FINANCIAL STATEMENTS, CONFLICT OF INTEREST POLICY AND GOVERNING DOCUMENTS ARE AVAILABLE TO THE PUBLIC UPON REQUEST. THE ORGANIZATION'S FINANCIAL STATEMENTS ARE INCLUDED IN Commonspirit health's' CONSOLIDATED AUDITED FINANCIAL STATEMENTS THAT ARE AVAILABLE AT commonspirithealth.org.”

“Research Revenue - Total Revenue: 9278, Related or Exempt Function Revenue: 9278, Unrelated Business Revenue: , Revenue Excluded from Tax Under Sections 512, 513, or 514: ; Drug Screen Revenue - Total Revenue: 28413, Related or Exempt Function Revenue: 28413, Unrelated Business Revenue: , Revenue Excluded from Tax Under Sections 512, 513, or 514: ; Parking Lot Revenue - Total Revenue: 259817, Related or Exempt Function Revenue: 259817, Unrelated Business Revenue: , Revenue Excluded from Tax Under Sections 512, 513, or 514: ; Education - Total Revenue: 36551, Related or Exempt Function Revenue: 36551, Unrelated Business Revenue: , Revenue Excluded from Tax Under Sections 512, 513, or 514: ;”

“Consulting & Contract Labor - Total Expense: 17035361, Program Service Expense: 16782477, Management and General Expenses: 252884, Fundraising Expenses: ; Purchased Services - Total Expense: 1477198, Program Service Expense: 1255618, Management and General Expenses: 221580, Fundraising Expenses: ; Support Allocation - Total Expense: XXX-XX-XXXX, Program Service Expense: XXX-XX-XXXX, Management and General Expenses: 23143351, Fundraising Expenses: ; Regional Pool - Total Expense: 3240088, Program Service Expense: 3240088, Management and General Expenses: , Fundraising Expenses: ; Physician Remuneration - Total Expense: 93959239, Program Service Expense: 93959239, Management and General Expenses: , Fundraising Expenses: ; Medical Services - Total Expense: 51122057, Program Service Expense: 51122057, Management and General Expenses: , Fundraising Expenses: ; Lab Internal Purchase Services - Total Expense: 36549223, Program Service Expense: 36549223, Management and General Expenses: , Fundraising Expenses: ; Works Comp Ins - Total Expense: 9041604, Program Service Expense: 7685363, Management and General Expenses: 1356241, Fundraising Expenses: ; Other Purchase Services - Total Expense: 43508112, Program Service Expense: 36981895, Management and General Expenses: 6526217, Fundraising Expenses: ;”

“Equity changes of unconsolidated orgs - 12171548; Transfer to affiliates - -6996762;”