Highline Medical Center

“Pursuant to section 7.5 of the bylaws of highline medical center, the executive committee shall be composed of the chair of the board of trustees, the vice chair/chair elect of the board of trustees, the immediate past chair of the board of trustees, and the president of the medical staff, each of whom shall serve as an ex-officio voting member of the executive committee, and such other members as the board of trustees may appoint. The president of the corporation shall be a non-voting, ex-officio committee member. Any vacancy of an appointed executive committee membership may be filled for the unexpired portion of the term in the manner that the original committee member was appointed. Except as otherwise provided by law, the executive committee shall have and may exercise such powers as may be delegated to it by the board of trustees. Additionally, the executive committee shall have and may exercise such powers to transact routine business of the corporation in the interim period between regularly scheduled meetings of the board of trustees, provided that such actions taken shall be consistent with and not conflict with any actions or policies of the board of trustees or of the corporate member, with these bylaws, or with applicable law. All actions taken by the executive committee shall be promptly reported to the board of trustees at the next regular or annual meeting of the board of trustees. The executive committee shall meet at such times as shall be determined by the committee chair. The executive committee shall keep regular minutes of its proceedings and report the same to the board of trustees at each regular meeting of the board.”

“According to the bylaws of highline medical center, the entity's sole member is franciscan health system, a washington nonprofit corporation.”

“Pursuant to section 5.3 of the organization's bylaws, trustees of the corporation shall be appointed by the corporate member no later than june 30 of each year. (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 franciscan health system. Pursuant to section 4.4 of the organization's bylaws, both franciscan health system and commonspirit health (franciscan health system'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 system board: * approve members of the highline medical center board * amendment of the corporate documents of highline medical center * approve removal of a member of the governing body of highline medical center * adoption of long range and strategic plans for highline 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 highline medical center * removal of a member of the governing body of highline medical center * approval of issuance of debt by highline medical center * approval of participation of highline medical center in a joint venture * approval of formation of a new corporation by highline medical center * approval of a merger involving highline medical center * approval of the sale of all or substantially all of the assets of highline medical center * to require the transfer of assets by highline 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 system 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.”

“Effective 4/12/21, highline medical center merged into franciscan health system. Accordingly, no review was or will be conducted by the highline medical center 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. The policy was last updated during the tax year ended 6/30/2021. 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 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 (which includes 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). 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.”

“Compensation for other officers and key employees is within the charter of the executive committee. The executive committee comprises a subgroup of board members who are independent with respect to those whose compensation is within their scope. As and when compensation adjustments and contract renewals occur, the executive committee considers performance evaluations as well as comparative market data for like-size hospitals for purposes of this work. From time to time the executive committee engages an independent compensation consultant to assist with this work. The executive committee documents its decisions in the executive committee minutes.”

“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.”

“Highline medical center 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.”

“The organization's top management official's compensation is paid by chi franciscan health, a related organization. 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.”

“Dr. Kennard is the medical staff president for highline medical center and is paid by pacific anesthesia ps. As medical staff president, dr. Kennard is an ex officio member of the board. Highline medical center paid pacific anesthesia ps for dr. Kennard's services and for other physician services during the year. The compensation shown for dr. Kennard represents the amount paid to pacific anesthesia ps for his medical staff leadership services.”

“The highline medical center merged into the franciscan health system on april 12, 2021. As a result of the merger, all the assets of highline medical center have been transferred to the franciscan health system.”

“Other fees: program service expenses 47,359,105. Management and general expenses 2,977,202. Fundraising expenses 0. Total expenses 50,336,307.”

“Capital transfers 4,308,749. Transfer to franciscan health system due to merger -92,972,581.”