Commonspirit Health Operating Investment

“Csh oip is managed by a manager instead of officers, directors, or trustees. Csh oip's manager is appointed and removed by csh oip's supported organization, catholic health care federation, a church entity. Csh oip's manager is solely and exclusively responsible for the operations and management of the company, pursuant to article 3 of the llc agreement. The manager of the organization is commonspirit. Commonspirit is the civil and secular entity that, through itself and a family of related religious and healthcare entities, of which the company is a part, is the operating arm of the catholic health care federation.”

“Catholic health care federation (as the supported organization) has the sole power to appoint and remove the manager of the organization. Catholic health care federation appointed commonspirit (the secular and civil operating arm of the catholic health care federation) as the manager. Commonspirit has the sole and exclusive authority to operate the company, pursuant to article 3 of the llc agreement. Catholic health care federation, commonspirit health and the company are all organizations described in section 501(c)(3) of the code and public charities under section 509(a) of the code and are all part of the same family of religious and healthcare entities.”

“Notwithstanding in the llc agreement to the contrary, the authority of the manager shall at all times be subject to the reserved powers of commonspirit and the commonspirit board as further set forth in the governing documents of commonspirit and the commonspirit board, including the commonspirit system governance matrix.”

“Csh oip is managed by a manager instead of officers, directors, or trustees.”

“Csh oip is managed by a manager. There are no committees with authority to act on behalf of the governing body.”

“The filing organization does not have members of the governing body. However, the filing organization worked closely with the treasury, accounting and tax departments in the preparation and completion of the form 990. The final version of the form 990 was provided to the officers of the filing organization before the return was filed.”

“The organization has adopted the related organization's (commonspirit's) conflicts of interest policy. The conflicts of interest ("coi") policy (the "policy") was put in place to protect the interests of 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. 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 - employed physicians and advanced practice providers - 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 of 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.”

“Section b, line 15a for 2023 compensation, compensation levels for the organization's officers were established by the related organization, commonspirit. Commonspirit's board of stewardship trustees appoints a human resources and compensation committee, comprised of exclusively independent directors, who are accountable for setting reasonable compensation packages for each officer and certain key executives. 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 employees. The human resources and compensation committee also engages outside legal counsel 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. Section b, line 15b 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 practices for the organization. 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. The human resources and compensation committee also engages an independent consultant as necessary and qualified independent compensation and benefits specialists (independent experts) to validate the organization's benchmarking approach for the total compensation and benefits packages for certain executives. Appropriate comparable data is obtained by the commonspirit health compensation department from independent third-party salary surveys, (e.g., total economic benefits paid by similarly situated organizations, both taxable and tax-exempt, for similar job responsibilities). The documentation of compensation decisions includes (a) the decision made and the date approved; and (b) the comparability data obtained and relied upon by the compensation department and the sources from which the data was obtained.”

“Federal tax laws do not mandate that the organization's governing documents, conflict of interest policy and financial statements be made available for public inspection. The organization is included in commonspirit's consolidated financial statements which are available on commonspirit's website and upon request.”

“Csh oip formally adopted a written procedure in fiscal year 2024. Integration and alignment with the financial and strategic needs, mission, vision, and values of commonspirit is central to the organization's investment purpose and processes. Strong governance and accountability ensure proper stewardship and oversight of assets. Commonspirit health's 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; and (4) returns of capital, allocations, and distributions must be made in proportion to the partners' respective ownership interests. Any joint venture agreements that do not conform to the model agreement are generally reviewed by counsel.”

“Csh oip does not have employees. The organization holds and invests the operating capital for commonspirit and many of its related entities. It utilizes the related organizations' employees to manage the investment activities.”

“Current year contributions from unconsolidated entities 451,203,894. Current year distributions from unconsolidated entities -128,024,109. Current year withdrawals from consolidated entities -1,777,090,749.”

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