Saint Joseph Hospital Inc

“Steven brown, md / lara zarzecki / grace jimenez / jason gaines / caitlin pride / terence moloughney / kelly adams / sean fadden - business relationship (employer/employee relationship in sisters of charity of leavenworth health system, inc., a related tax-exempt organization). Christopher bates, md / scott peek - business relationship (employer/employee relationship in intermountain front range, inc., a related tax-exempt organization). Christine forkner / stephen frankel - business relationship”

“The governing documents of st. Joseph hospital, inc. Were revised as part of an internal reorganization to clarify secular and catholic entities within the intermountain health system. The prior bylaws vested oversight of the corporation to the board of trustees of intermountain front range, inc. (formerly known as scl health front range, inc.), a related entity that was also controlled by a shared parent entity of sisters of charity of leavenworth health system, inc. With the reorganization, the governing documents were updated to vest governance into the corporation's own board of directors of st. Joseph hospital, inc.”

“Members or stockholders: sisters of charity of leavenworth health system, inc. Is the sole member of the saint joseph hospital, inc.”

“Power to elect or appoint members: sisters of charity of leavenworth health system, inc., the sole member of the saint joseph hospital, inc., has the power to appoint trustees of the saint joseph hospital, inc. Board of trustees, subject to the ratification by the board of intermountain health care, inc.”

“Decisions reserved to members or stockholders: while sisters of charity of leavenworth health system, inc. (sclhs) is the sole member of saint joseph hospital, inc., reserved powers are primarily held by intermountain health care, inc. (intermountain), who as a result of affiliation, is a member of sclhs. Sclhs has the power to appoint trustees to the board of trustees, which are subject to ratification by intermountain. Reserved powers held by intermountain include: - establish the mission, vision, and values for the corporation; - develop, adopt, and oversee strategy, goals, objectives, policies, standards, and guidelines for the corporation; - adopt, amend, or repeal the governing documents of the corporation; - appoint and remove trustees to and from the board; - appoint and remove the trustees, directors, managers, or board officers of the corporation; - provide for the overall management of the corporation, including appointing, overseeing, and removing the president and chief executive officer of the corporation; - oversee audit and compliance, clinical excellence, compensation, finance, investment, nominating and governance, and any other needed functions for the proper operation of the corporation; - oversee the medical groups of the system in a manner to encourage the delivery of cost-effective professional services to patients served and, in accordance with applicable state law, oversee clinical practice and evidenced-based medicine; - approve the acquisition of assets, incurrence of indebtedness, sale, lease, transfer, assignment, or encumbrance of all or substantially all of the assets of the corporation; - approve any merger, change of control, dissolution, or corporate restructuring of the corporation; - oversee the acquisition or formation of any new subsidiary of the corporation; and - direct finances and investments of the corporation, including controls, operating and capital budgets, intercompany transfers or loans, and selection and removal of external auditors. The other member of sclhs is leaven ministries, who was granted the following reserved powers: - to approve the adoption, amendment or repeal of the civil articles of incorporation or bylaws of sclhs, of any civil corporation of which sclhs is the controlling member, and of any subsidiary corporation of sclhs; - to fix the number and appoint the members of the board of trustees of sclhs; - to remove, with or without cause, any member of the board of trustees of sclhs; - to approve for sclhs, any corporation of which sclhs is the controlling member, or any subsidiary corporation of sclhs, the incurrence of indebtedness or the sale, transfer, assignment, or encumbering of the assets, pursuant to policies established from time to time by the members of leaven ministries; - to approve any other action which, in accordance with the civil corporate documents governing sclhs is reserved to the members of leaven ministries; - to approve any alienation, sale, gift or other transfer of the real property held by any sclhs catholic entity that constitutes ecclesiastical goods; - to approve any dissolution, filing of a bankruptcy petition, merger, consolidation or change of majority control of any sclhs catholic entity; - to approve any mortgage or other security instrument that directly encumbers the real property of any sclhs catholic entity that constitutes ecclesiastical goods; - to monitor, oversee and enforce the catholic protections including those on-going obligations of intermountain health care, inc.set forth in the merger agreement that are for the benefit of leaven ministries; and - to approve any alteration, revocation, suspension, or other termination or modification of the reserved powers set forth herein. In the event any conflicts arise between the reserved powers granted to leaven ministries and those of intermountain, the leaven reserved powers will control.”

“Process used to review the form 990: the form 990 is prepared by the tax department of intermountain health care, inc. And subsidiaries. The draft form 990 is reviewed by certain members of senior management. A copy of the final form 990 is provided to the board of directors prior to the filing with the internal revenue service.”

“Monitoring and enforcement of compliance with conflict of interest policy: each officer, director, trustee and key employee is required to complete a conflict of interest questionnaire at least annually. These individuals have been instructed to update their questionnaire information if they become aware of a new potential conflict, or if any of the previously reported information changes. Additionally, board members are asked at the beginning of each board or committee meeting if they are aware of any conflicts. According to policy, the questionnaires are collected and reviewed by intermountain's chief compliance officer. Potential conflicts of interest are reviewed with appropriate personnel, which may include (but is not limited to) the audit and compliance committee chair, senior management and the legal department. If an individual discloses a situation that poses a conflict of interest, a determination is made whether the situation can be managed (such as by recusal in decision-making settings) or must be eliminated (such as through divestiture of the outside interest). Findings are reported to the audit and compliance committee of intermountain health care, inc.”

“Form 990, part vi, section b (policies) lines 15(a) & 15(b): the compensation committee ("compensation committee"), a subset of intermountain health care, inc.'s governing body (a related nonprofit organization), is responsible for the process of annually determining the total compensation packages (including cash and noncash benefits) for the following officers: - president / chief executive officer - executive vice presidents - senior vice presidents the compensation committee annually retains an independent, external consulting firm to provide an analysis of comparable market data. The consultants review the various types of direct compensation, including base salary, total cash, and annual and long-term incentives. Information from a selected group of comparable nonprofit organizations is used to supplement published survey data. The consultants also conduct an in-depth analysis of the associated benefits and perquisites. Information provided by the external consultants is reviewed by the compensation committee along with the performance data for each officer listed above. Decisions by the compensation committee are contemporaneously documented. The compensation committee presents the collected information and the associated compensation decisions to the entire board of trustees. The philosophy is to pay compensation at market competitive rates. The determination of executive compensation is also designed to meet the "rebuttable presumption of reasonableness" standard as outlined in the treasury regulations.”

“Saint joseph hospital, inc. Does not currently allow public inspection of its governing documents or conflict of interest policy. A copy of the consolidated financial statements that includes the filing organization is attached to this return. The consolidated financial statements are also available to the public on the electronic municipal market access website (https://emma.msrb.org/p21914280-p21463550-p21912552.pdf), a service provided by the municipal securities rulemaking board.”

“Independent contractors: the organization's expenses are paid by a related 501(c)(3) tax-exempt organization. The related organization files the required form 1096 and related 1099 tax forms for any expenditure that requires a form 1099 to be filed.”

“Explanation for number reported in box 3 of form 1096: the organization's expenses are paid by a related 501(c)(3) tax-exempt organization. The related organization files the required form 1096 and related 1099 tax forms for any expenditure that requires a form 1099 to be filed.”

“Explanation for number reported on form w-3: the organization leases employees from a related 501(c)(3) tax-exempt organization. The related organization files the required w-3 and related w-2 tax forms for these individuals. According to the form 990 instructions for part ix, we reflect the leased employee's compensation on the form 990, part ix as if the organization compensates these individuals.”

“Transfers to/from parent -4,281.”