St Rose Dominican Health Foundation

“Certain reportable individuals have business relationships with the related entities of st. Rose dominican health foundation (including for-profit subsidiaries or joint ventures) as a result of serving as officers or board members of those entities. Board officer membership on the governing bodies of those related entities are as follows. B. Kleven and k. Shaw”

“The organization has a sole corporate member, dignity health, a 501(c)(3) exempt organization. On february 1, 2019, dignity health and catholic health initiatives ("chi"), a colorado nonprofit corporation, effected a business combination. On that date, chi changed its name to commonspirit health ("commonspirit") and became the sole corporate member of dignity health. Commonspirit is a catholic healthcare system sponsored by the public juridic person, catholic health care federation (chcf").”

“Dignity health, as the sole corporate member, ratifies the selection of members and the dignity health board approves new board members of the foundation.”

“Reserved rights of the corporate 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 board of directors has delegated the review of the form 990 to the executive committee. The supported organization's accounting department, which worked closely with commonspirit's tax reporting team to review the return, presented each section of the final draft of the form 990 to the executive committee. The executive committee reviewed the form 990 and provided feedback, on behalf of the voting board members, to the foundation president and the cfo.”

“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 - 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 2021 compensation, compensation levels for the foundation's top management official were established by the related organization, 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 each officer and certain key employees (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 commonspirit's website and upon request.”

“The foundation does not compensate current or former board members and/or officers g. Buzzas, md, k. Shaw, j. Vanboening, c. Guida, b. Kleven and j. Sprengel are compensated as employees of the supported organization.”

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

“Administrative services: program service expenses 0. Management and general expenses 1,000,564. Fundraising expenses 503,195. Total expenses 1,503,759. External communications: program service expenses 0. Management and general expenses 26,097. Fundraising expenses 13,124. Total expenses 39,221. Professional fees: program service expenses 0. Management and general expenses 1,526. Fundraising expenses 767. Total expenses 2,293. Catering: program service expenses 0. Management and general expenses 1,930. Fundraising expenses 970. Total expenses 2,900. Other purchased services: program service expenses 0. Management and general expenses 174. Fundraising expenses 87. Total expenses 261.”

“Adjustments to py npv, bad debt and pledge allowances 58,215. Change in value of split interest agreements 30,623.”