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.”

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

“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 Board Chair or designee shall make such further investigation of any conflict of interest disclosures as he or she may deem appropriate. If the conflict involves the Board Chair, the Vice Chair will assume the Chair's role outlined in the COI Policy. Based on review and evaluation of the relevant facts and circumstances, the Board Chair will make an initial determination as to whether a conflict of interest exists and whether, pursuant to the COI Policy, review and approval or other action by the Board is required. A written record of the Board Chair's determination, including relevant facts and circumstances, will be made. The Board Chair shall then make an appropriate report to the Executive Committee of the Board concerning such review, evaluation and determination. If a difference of opinion exists between the Board Chair and another Trustee as to whether the facts and circumstances of a given situation constitute a conflict of interest or whether Board review and approval or other action is required within the COI Policy, the matter shall be submitted to the Board's Executive Committee, which shall make a final determination as to the matter presented. Such determination, including relevant facts and circumstances, will be reflected in the Executive Committee minutes and will be reported to the Board. The Board shall carefully scrutinize and must in good faith approve or disapprove any transaction in which CHI or a CHI Entity is a party and in which the Trustee or Corporate Officer either: * Has a material financial interest; or * Is a Trustee or Corporate Officer of the other party (other than a CHI-affiliated organization). The Board must approve the transaction by a majority of the Trustees on the Board, without counting the vote of any individual who has an interest in the transaction. In reviewing such transactions between CHI or CHI Entities and vendors or other contractors who are, or are affiliated with, Trustees or Corporate Officers, the Board shall act no more or less favorably than it would in reviewing transactions with unrelated third parties. The transaction will not be approved unless the Board determines that the transaction is fair to CHI or the CHI Entity. The Board shall carefully review and scrutinize any non-transactional conflict of interest (e.g., disclosure of nonpublic information, competition with CHI or a CHI Entity, failure to disclose a corporate opportunity, excessive gifts or entertainment, etc.). By a majority vote of the disinterested Trustees, the Board shall take whatever action is deemed appropriate with respect to the Trustee or Corporate Officer under the circumstances, including possible disciplinary or corrective action, in order to best protect the interests of CHI or the CHI Entity. The Board should consult with the General Counsel of CHI or his or her designee when considering disciplinary or corrective action. When any conflict of interest is considered by the Board, the Trustee or Corporate Officer, as appropriate, must disclose all of the material facts to the Board. The Trustee shall not vote and the Trustee or Corporate Officer shall not use his or her personal influence on the matter. However, if requested, such Trustee or Corporate Officer is not prevented from briefly stating his or her position in the matter, nor from answering pertinent questions from Trustees, as his or her knowledge may be of significant importance. The Trustee or Corporate Officer shall be excused from the meeting during discussion and vote on the conflict of interest. Minutes of the Board shall reflect the following: the individual making the disclosure, the nature of the disclosure, discussion regarding any proposed transaction, the decision made by the Board, and that the interested Trustee or Corporate Officer was excused during the discussion, and that the interested Trustee abstained from voting. If the Board reasonably believes that a Trustee or Corporate Officer has failed to disclose ei”

“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. (CHCF Reserved Rights) Except as otherwise provided in the Corporation's Articles of Incorporation or the laws of the State of organization, Catholic Health Care Federation ("CHCF") shall have such rights as are reserved to the Corporate Member, acting in its capacity as the membership body of CHCF, under the Governance Matrix.”

“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. (CHCF Reserved Rights) Except as otherwise provided in the Corporation's Articles of Incorporation or the laws of the State of organization, Catholic Health Care Federation ("CHCF") shall have such rights as are reserved to the Corporate Member, acting in its capacity as the membership body of CHCF, under the Governance Matrix.”

“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.”

“Catholic Health Initiatives ("CHI") has a Conflicts of Interest ("COI") policy (the "Policy") in place to maintain the integrity of all of its activities. The Policy applies to CHI Board of Stewardship Trustees and members of its committees; all CHI Entity board and board committee members; all CHI employees; and all CHI research personnel (both employed and non-employed). Disclosure, review and management of perceived, potential or actual conflicts of interest are accomplished through a defined COI disclosure process. Each Person must promptly and fully disclose to his/her direct manager, supervisor, medical staff office, board or board committee chair any situation or circumstance that may create a conflict of interest. The Person must disclose the actual or potential conflict as soon as she/he becomes aware of it. In any situation where the Person may be in doubt, a full disclosure should be made to permit an impartial and objective determination. In addition to the general ongoing obligation, there are initial disclosure obligations. At the time of initial appointment, a copy of the Policy shall be distributed to the board or committee member along with a conflict of interest disclosure. The board or committee member will complete and submit the disclosure. The completed disclosure shall be maintained in confidence and access shall be limited to persons who have a reasonable need to know the contents. At the time of hiring, a copy of the Policy shall be distributed to all Employees. In addition, a conflict of interest disclosure will be provided. The Employee must complete and submit a conflict of interest disclosure. The completed disclosure shall be maintained in confidence and access shall be limited to persons who have a reasonable need to know the contents. In addition to the general ongoing and initial disclosure obligations, there is an annual disclosure obligation. On an annual basis, the following Persons must complete a new conflict of interest disclosure: * Board and board committee members; * Employees at the level of vice president and above; * Researchers; * Supply Chain Employees at the level of vice president and above and those employees involved in contracting regardless of employment level; * Other Employees as deemed applicable by CHI Leadership; * Employees at the level of manager and above (through 6/21/17). Disclosures of perceived, potential or actual conflicts involving financial interests are forwarded to the Conflicts of Interest Review Committee ("C-CIRC"), National or Regional Legal Services, National, Entity, or Research Corporate Responsibility Program, or the Executive Committee of the Board or Board Chair, for review depending on the position of the person involved. Among the factors that should be considered in determining whether a conflict exists are the nature and magnitude of the opportunity, transaction or arrangement, the degree to which it is related to CHI's business, whether the Person with the conflict is the ultimate decision-maker or holds significant influence over the ultimate decision-maker (i.e., degree of independence of the decision-making process), the unique nature of the opportunity, transaction or arrangement, the existence of other viable alternatives and the quality of those alternatives, and what is customary and reasonable in the health care or research industry. When a Person has, or is considering initiating, a business interest or relationship outside of CHI but is uncertain whether the interest constitutes a conflict of interest requiring disclosure under this Policy, the Person should consult with local Corporate Responsibility Program (CRP) staff or CHI Legal Services Group (LSG) staff, as appropriate. As appropriate, a COI management plan will be developed. With respect to those audiences for which the C-CIRC has review responsibility, the C-CIRC will facilitate development of any such COI management plan in collaboration with local CRP staff or CHI LSG sta”

“The organization's top management official's compensation is paid by Catholic Health Initiatives (CHI), a related organization. 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 Korn Ferry 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 Korn Ferry 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 Korn Ferry 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 11, 2017. In addition, Korn Ferry Hay Group completed a comprehensive review of all positions at the level of vice president and above in the fall of 2014 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.”

“THE ORGANIZATION'S FINANCIAL STATEMENTS ARE INCLUDED IN CATHOLIC HEALTH INITIATIVES' CONSOLIDATED AUDITED FINANCIAL STATEMENTS THAT ARE AVAILABLE AT www.catholichealthinitiatives.org. THE ORGANIZATION'S CONFLICT OF INTEREST POLICY AND GOVERNING DOCUMENTS ARE AVAILABLE TO THE PUBLIC UPON REQUEST.”

“Other Miscellaneous Revenue - Total Revenue: 10615854, Related or Exempt Function Revenue: , Unrelated Business Revenue: 348856, Revenue Excluded from Tax Under Sections 512, 513, or 514: 10266998;”

“Capital Account Contribution - -3079426; Noncontrolling Interest in subsidiary - -374000; Other intercompany fund transfers - -773606;”