Commonspirit Health Foundation

“The foundation has a sole corporate member, commonspirit health ("commonspirit"), a 501(c)(3) exempt organization.”

“Commonspirit, as the sole member, ratifies the selection of members, approves new board members, and may appoint and remove any board members of the foundation.”

“Reserved rights of the sole member include adoption of mission and philosophy statements, amendment or restatement of articles of incorporation and bylaws, dissolution of the corporation, acquisition of another corporation, creation of a new subsidiary, merger or consolidation with another corporation, participation as a general or limited partner in any venture, incurring longterm indebtedness in excess of normal operating requirements, ratification of board member appointments and dismissals, selection and removal of independent auditors, and transactions outside the ordinary course of business.”

“The foundation's finance and administration staff reviewed the form 990. In addition, commonspirit's tax department worked closely with the corporate accounting staff to review the return. The form 990, in its entirety, was provided to the foundation board prior to filing with the internal revenue service.”

“The foundation has adopted the related organization, 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 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.”

“For 2023 compensation, compensation levels for the foundation's top management official were established by the sole corporate member, commonspirit. Commonspirit's board of stewardship trustees appoints a human resources and compensation committee, comprised of independent directors, who are accountable for setting reasonable compensation packages for the top management official (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 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.”

“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 both commonspirit's website and upon request.”

“All compensation and benefits reported for directors and officers represent compensation as an employee of the related organization, dignity health.”

“The foundation does not have employees. The foundation operates for the benefit of commonspirit health and its affiliates and utilizes the employees of dignity health, a related organization. The proportionate salaries and benefits for these individuals are allocated to the foundation. The salaries of these employees are included in the dignity health entity's form w-3 and federal employment tax returns.”

“Administrative services: program service expenses 0. Management and general expenses 333,235. Fundraising expenses 0. Total expenses 333,235.”

“Adj to py pledge allowances for bad debt and present value, npv deductions -20,401. Transfer of temp restricted funds from dh foundation -399.”

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