Franciscan Health System

“The sole member of the organization is commonspirit health, 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 commonspirit health (csh). Pursuant to section 5.4of 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 csh board directly or through powers delegated to the csh chief executive officer: - substantial change in the mission or philosophy of 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 the fhs - approval of the sale of all or substantially all of the assets of the fhs - to require the transfer of assets by fhs to csh to accomplish csh's goals and objectives, and to satisfy csh debts. - adoption of long range and strategic plans for fhs pursuant to section 5.5.2 of the organization's bylaws, csh 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.”

“The organization has a conflicts of interest ("coi") policy (the "policy") in place to maintain the integrity of its activities. The policy applies to the following persons ("covered persons"): members of the commonspirit health ("commonspirit") board of stewardship trustees and its committees; commonspirit health corporate officers; members of the dignity health board of stewardship trustees and its committees. In addition, the policy applies to organizations that were affiliates and subsidiaries of commonspirit health prior to its affiliation with dignity health ("chi entities"). Covered persons of chi entities include: members of any chi entity direct affiliate or subsidiary board and their committees; employees of chi entities; and chi entity researchers (as defined by the policy). Disclosure, review and management of perceived, potential or actual conflicts of interest are accomplished through a defined coi disclosure review process. All covered persons are required to disclose actual or potential conflicts and must disclose that conflict to his/her direct manager (or other person as is appropriate per policy). Such disclosure is required on a transactional basis at the time such conflicts arise, when an individual becomes a covered person (e.g. Upon hiring or board appointment), and annually thereafter. Disclosures of perceived, potential or actual conflicts are initially reviewed by national or regional legal or corporate responsibility team members to determine whether an actual or potential conflict may exist. If it is determined that a potential or actual conflict exists, issues are elevated to the board executive committee or board chair (for board or officer conflicts), or the conflicts of interest review committee (for any other conflict). The procedures for addressing a conflict related to a proposed transaction in the case of governing bodies or a corporate officer include, but are not limited to 1) disclosure to the board, 2) the trustee or corporate officer being excused from the meeting during discussion and vote on the conflict of interest (although he or she may respond to pertinent questions if the knowledge is relevant), and 3) board approval of the transaction by a majority of disinterested members. In addition, boards carefully review and scrutinize any non-transactional conflicts of interest. In such circumstances, by a majority vote of the disinterested trustees, the board takes whatever action is deemed appropriate. For conflicts not involving a board member or officer, the conflicts of interest review committee ("c-circ") will facilitate a coi management plan to mitigate the conflict if adequate controls aren't already in place. Notwithstanding the foregoing, at its sole discretion, an entity may reject a person's request to enter into the relationship in question, or require the relationship be sufficiently altered to avoid a potential conflict of interest.”

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

“The organization's top management official's compensation was paid by commonspirit health, a related organization. The commonspirit health board of stewardship trustees appoints a human resources and compensation committee, comprised exclusively of independent directors, who are accountable for approving 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 stewardship trustees. 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.”

“Franciscan health system has not formally adopted a written policy or written procedure regarding joint ventures. However 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.”

“Contract services: program service expenses 11,073,337. Management and general expenses 7,382,225. Fundraising expenses 0. Total expenses 18,455,562. Contract labor: program service expenses 55,592,817. Management and general expenses 6,176,980. Fundraising expenses 0. Total expenses 61,769,797. Consulting: program service expenses 2,379,458. Management and general expenses 3,569,188. Fundraising expenses 0. Total expenses 5,948,646. Other fees: program service expenses 46,155,769. Management and general expenses 11,538,942. Fundraising expenses 0. Total expenses 57,694,711.”

“Capital resource pool contribution -4,106,704. Noncontrolling interest in ownership changes -675,000. Capital transfers -151,438,493. Asc 842 adjustments 16,805,184. Equity changes in joint ventures 10,024,477.”