Harrison Medical Center

“The organization's bylaws were amended and restated to change the number and composition of the members of the board of directors.”

“The sole corporate member of harrison medical center is franciscan health ventures (formerly sjm group).”

“According to the organization's bylaws, directors of the corporation shall be appointed by the corporate member no later than june 30 of each year in accordance with section 5.5.2. According to section 5.5.2 the board of directors shall not take any actions that would cause the composition of the directors serving on the board of directors to not be identical at all times and in all circumstances to the directors serving as the board of directors of virginia mason franciscan health. Prior to each annual meeting the corporate member shall select and submit to the board of directors a slate of nominees qualified to serve on the board of directors of the corporation. The board of directors shall review the names and qualification of each individual on the recommended slate and shall vote to accept or refuse each nominee. The names and qualifications of each individual accepted by the board of directors shall then be submitted to the corporate member, which shall then appoint or refuse each nominee in accordance with the governance matrix. Notwithstanding anything in these bylaws to the contrary, the corporate member may unilaterally appoint one or more individuals to the board of directors, should the board of directors fail to act on any of the individuals on the recommended slate of nominees.”

“The organization's corporate member is franciscan health ventures (formerly sjm group). Pursuant to section 4.4 of the organization's bylaws, both franciscan health ventures and commonspirit health (franciscan health ventures's sole corporate member) have reserved powers as outlined in the commonspirit health governance matrix. Pursuant to the governance matrix the following rights are held by the franciscan health ventures board: *approve members of the harrison medical center board *amendment of the corporate documents of the harrison medical center *approve removal of a member of the governing body of the harrison medical center *adoption of long range and strategic plans for the harrison medical center the following rights are reserved to the commonspirit health board directly or through powers delegated to the commonspirit health chief executive officer: *substantial change in the mission or philosophy of the harrison medical center *removal of a member of the governing body of the harrison medical center *approval of issuance of debt by harrison medical center *approval of participation of harrison medical center in a joint venture *approval of formation of a new corporation by harrison medical center *approval of a merger involving the harrison medical center *approval of the sale of all or substantially all of the assets of the harrison medical center *to require the transfer of assets by the harrison medical center to commonspirit health to accomplish commonspirit health's goals and objectives, and to satisfy commonspirit health debts. Pursuant to section 4.5.2 of the organization's bylaws, franciscan health ventures or commonspirit health may, in exercise of their approval powers, grant or withhold approval in whole or in part, or may, in its complete discretion, after consultation with the board and its president and the 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 form 990 is reviewed by the director of finance and the chief financial officer to ensure accuracy and completeness of data. Once their review is complete, the form 990 is shared with the board of directors. The board of directors receives an electronic copy of the form prior to filing. Subsequent to the return being provided to the board, the tax department files the return with the appropriate federal and state agencies, making any nonsubstantive 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 protect the interests of commonspirit health ("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 leadership positions with substantial influence (including the president/ceo), compensation is presented to the organization's executive committee for approval of base pay increases and incentive achievement. Compensation for other officers and key employees of the organization is established by commonspirit health compensation using external compensation surveys or studies containing comparable data for similarly situated organizations, both taxable and tax exempt for similar job responsibilities. Commonspirit's board of stewardship trustees appoints a human resources and compensation committee, comprised exclusively of independent directors, who are accountable for setting reasonable compensation practices for certain executives within the organization. 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 variable compensation. The human resources and compensation committee also engages an independent consultant and financial legal counsel to validate the organization's benchmarking approach and reasonableness of the total compensation and benefits packages for certain executives. Appropriate comparable data is obtained by the commonspirit health compensation department from independent third-party salary surveys, (e.g., total economic benefits paid by similarly situated organizations, both taxable and tax-exempt, for similar job responsibilities) for all other staff and leadership roles. The documentation of compensation decisions includes (a) the decision made and the date approved; and (b) the comparability data obtained and relied upon by the compensation department and the sources from which the data was obtained.”

“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.”

“Payments to vendors for entities that are part of commonspirit health are made by commonspirit health. Therefore, no forms 1099 are issued by harrison medical center. Commonspirit health files the forms 1099 and complies with the backup withholding rules for reportable payments to vendors and game winnings. The forms 1099 issued on behalf of harrison medical center are reported to the irs.”

“Contract labor: program service expenses 44,194,412. Management and general expenses 2,326,022. Fundraising expenses 0. Total expenses 46,520,434. Contract services: program service expenses 27,016,383. Management and general expenses 3,001,820. Fundraising expenses 0. Total expenses 30,018,203. Purchased services: program service expenses 52,848,723. Management and general expenses 2,781,512. Fundraising expenses 0. Total expenses 55,630,235. Other fees: program service expenses 34,124,743. Management and general expenses 1,796,039. Fundraising expenses 0. Total expenses 35,920,782.”

“Capital contribution to affiliate -116,634,892.”

“Https://www.vmfh.org/our-hospitals/st-michael-medical-center”