Franciscan Health System

“The executive committee consists only of directors of the corporation and is composed of the chairperson of the board, the vice chairperson of the board, both of whom serve as ex officio voting members of the executive committee, and at least one member of a religious institute of the catholic church with a preference for the sisters of st. Francis of philadelphia. The executive committee has the power to transact the routine business of the corporation in the interim periods between regularly scheduled meetings of the board of directors, provided that their actions are consistent with any actions or policies of the board or the corporate member. All actions taken are contemporaneously documented and reported to the board at the earliest meeting.”

“The sole member of the organization is catholic health initiatives, a colorado non profit corporation.”

“The sole member has the power to appoint, replace or remove the members of the board of directors.”

“The organization's corporate member is catholic health initiatives ("chi"). Pursuant to article v, section 5.4 of the organization's bylaws, the corporate member shall have the specific rights set forth in the governance matrix. Pursuant to the governance matrix, the following rights are reserved to the chi board directly or through powers delegated to the chi chief executive officer: - substantial change in the mission or philosophy of the franciscan health system (fhs) - amendment of the corporate documents of fhs - approve members of the fhs board - removal of a member of the governing body of fhs - approval of issuance of debt by fhs - approval of participation of fhs in a joint venture - approval of formation of a new corporation by fhs - approval of a merger involving fhs - approval of the sale of all or substantially all of the assets of fhs - to require the transfer of assets by fhs to chi to accomplish chi's goals and objectives, and to satisfy chi debts. - adoption of long range and strategic plans for fhs. Pursuant to article v, section 5.5.2 of the organization's bylaws, chi 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.”

“The cfo reviews the form and any necessary changes are included in the final version that is approved for filing with the irs. The cfo also provides the return to the board, and all board members have the opportunity to review the 990 prior to filing with the irs. Subsequent to review, the tax department files the return with the appropriate federal agencies, making any non-substantive changes necessary to effect e-filing. Any such changes are not resubmitted to the board.”

“Each employee is educated regarding conflicts of interest at new employee orientation. On the annual performance review, the following statement is initialed by employees: conflict of interest: i will comply with the standards and guidelines contained in the conflict of interest policy. I understand that i am responsible for recognizing any situation in which a conflict of interest is present or might arise. I will immediately report any such situation to my manager/vice president and will take appropriate action to eliminate or prevent a conflict. Governance is required annually to declare conflicts of interests, along with medical staff leaders. When a conflict is acknowledged, the individuals are prohibited from deliberations and decisions in the transaction. The executive committee of the board reviews all governance conflicts of interests, and at each board meeting the chairperson asks if there are any conflicts of interests related to current agenda items. Conflicts of interests are reviewed by the cfo, ceo, legal or at the most immediately senior level of management depending on the nature of the conflict of interest.”

“While franciscan health system has a written document retention and destruction plan, the governing board has not formally adopted it.”

“The organization's ceo's compensation is paid by chi. Chi has a defined compensation philosophy. Both the executive and non-executive compensation structures and ranges are reviewed annually in comparison to market data. Chi uses the hay group as the independent third party to assess executive compensation programs and to ensure the reasonableness of actual salaries and total compensation packages. Compensation of the senior most executives is reviewed annually. The hay group reviews both cash and total compensation for overall reasonableness, for adherence to chi's compensation philosophy, and for comparability to the not-for-profit healthcare market. This independent review is delivered by hay group to the hr committee of the chi board of stewardship trustees annually at their september meeting and minutes are shared with the full board at the december meeting. The last review was september 18, 2014. In addition, in december 2009, hay group completed a comprehensive review of all positions at the level of vice president and above to determine and validate appropriate compensation levels. These levels have been reviewed annually since and revised based on market data, where applicable.”

“All executive compensation arrangements with any person of substantial influence are subject to review and approval by the board of directors, or an authorized committee of the board, in accordance with the executive compensation review policy. Executive compensation arrangements with any physician who is a person of substantial influence are not subject to this policy, but shall be reviewed and approved in accordance with the system's physician transaction review policy.”

“Franciscan health system has not formally adopted a written policy or written procedure regarding joint ventures. However, catholic health initiatives' ("chi") system-wide joint venture model operating agreement incorporates controls over the venture sufficient to ensure that (1) the exempt organizations at all times retains control over the venture sufficient to ensure that the partnership furthers the exempt purpose ofthe 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.”

“The organization's financial statements are included in catholic health initiatives' consolidated audited financial statements that are available at www.catholichealthinit.org or at www.dacbond.com. The organization's conflict of interest policy and governing documents are available to the public upon request.”

“The mission of the corporation is to nurture the healing ministry of the church, supported by education and research. Fidelity to the gospel urges the corporation to emphasize human dignity and social justice as it creates healthier communities. The corporation, sponsored by a lay-religious partnership, calls other catholic sponsors and systems to unite to ensure the future of catholic health care. To fulfill this mission, the corporation, as a values-based organization, will assure the integrity of the ministry in both current and developing organizations and activities; research and develop new ministries that integrate health, education, pastoral, and social services; promote leadership development and formation for ministry throughout the entire organization; advocate for systemic changes with specific concern for persons who are poor, alienated, and underserved; and steward resources by general oversight of the entire organization.”

“Other fees for services - total expense: 11521989, program service expense: 11393200, management and general expenses: 128789, fundraising expenses: ; consulting - total expense: 11009930, program service expense: 8360089, management and general expenses: 2649841, fundraising expenses: ; contract labor - total expense: 10132195, program service expense: 8901427, management and general expenses: 1230768, fundraising expenses: ; contract services - total expense: xxx-xx-xxxx, program service expense: 23144789, management and general expenses: 85940383, fundraising expenses: ;”

“Capital resource pool contributions - -8255700; noncontrolling interest in subsidiary - -220025;”