Franciscan Medical Group

“Pursuant to section 8.5 of the bylaws of the franciscan medical group the executive committee is composed of four (4) members, including two (2) physician directors, one (1) community representative non-physician director and the chairperson of the board (unless such chairperson of the board is also one of the other qualified members, in which case the fourth member shall be a director appointed by the chairperson of the board). Each of whom shall serve as an ex officio voting member of the executive committee, and two voting members appointed by the board of directors. The executive committee shall consist of only directors of the corporation. Pursuant to section 8.1 of the corporation's bylaws, committees, such as the executive committee, that are granted the authority to act on behalf of the board of directors may include only directors of the corporation. Further, pursuant to section 8.5 of the corporation's bylaws, the executive committee has and may exercise such powers as may be delegated to it by the board of directors. The executive committee also possesses the power to transact routine business of the corporation in the interim period between regularly scheduled meetings of the board of directors.”

“While franciscan medical group has a written document retention plan, the governing board has not formally adopted it.”

“According to the bylaws of franciscan medical group the sole member is franciscan health system, a washington nonprofit 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 franciscan health system ("fhs"). Pursuant to section 5.4 of the organization's bylaws, both franciscan health system and catholic health initiatives ("chi") (fhs's sole corporate member) have reserved powers as outlined in the chi governance matrix. Pursuant to the governance matrix the following rights are reserved to the franciscan health system (fhs) board: 1. Approve members of the franciscan medical group (fmg) board 2. Amendment of the corporate documents of fmg 3. Approve removal of a member of the governing body of fmg 4. Adoption of long range and strategic plans for fmg the following rights are reserved to the chi board directly or through powers delegated to the chi chief executive officer: 1. Substantial change in the mission or philosophy of fmg 2. Removal of a member of the governing body of fmg 3. Approval of issuance of debt by fmg 4. Approval of participation of fmg in a joint venture 5. Approval of formation of a new corporation by fmg 6. Approval of a merger involving fmg 7. Approval of the sale of all or substantially all of the assets of fmg 8. To require the transfer of assets by fmg to chi to accomplish chi's goals and objectives, and to satisfy chi debts. In addition, pursuant to section 5.5.2 of the organization's bylaws, fhs or 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 tax return and any necessary changes are included in the final version that is approved for filing with the irs. In addition, the return is provided to the board prior to filing. Subsequent to review, the tax department files the return with the appropriate federal agencies, making any non-substantive changes necessary to effect e-filing.”

“Catholic Health Initiatives ("CHI") has a Conflicts of Interest ("COI") 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 board and board committee members of CHI Entities; all CHI employees; all CHI physicians (both employed and non-employed) and all physician administrators and leaders; advanced practice clinicians (both employed and non-employed); 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 has a general ongoing obligation to promptly and fully report 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 report 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. The board, board committee members, and new employees are required to make disclosures at the time of their initial hiring/appointment. All non-employed, credentialed or contracted physicians are required to make disclosures at the time of their credentialing and during any subsequent reappointment or recredentialing. All researchers are required to make disclosures upon consideration of affiliation with a research sponsor. In addition to the general ongoing and initial disclosure obligations, there is an annual disclosure obligation. All corporate officers, board and board committee members, employees at the level of manager and above, researchers, supply chain employees, employed physicians, physician administrators and leaders, and employed advanced practice clinicians must complete a new conflict of interest disclosure annually. Disclosures of perceived, potential or actual conflicts involving financial interests are forwarded to the Conflicts of Interest Review Committee ("C-CIRC") or Legal Services Group for review depending on the position of the person involved. The C-CIRC reviews COI questionnaires containing disclosures of perceived or possible conflicts for employees at a level of manager or above, supply chain employees, researchers and physicians, physician administrators and leaders, and advanced practice clinicians (both employed and non-employed). In the determination of a conflict, a COI management plan will be developed for that person. With respect to those audiences for which the C-CIRC has review responsibility, the C-CIRC will facilitate development of any such conflict of interest management plan in collaboration with local CRP staff. A designated CHI Entity staff will be responsible for monitoring the COI management plan and for documenting monitoring activities. At its sole discretion, a CHI 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 COI. If the C-CIRC determines that there is a potential or actual conflict of interest that does not currently have appropriate controls to address the conflict of interest, it may recommend that the disclosing person be allowed to participate in the activity or transaction subject to restrictions as outlined in the COI management plan. If a Person does not agree with a determination made by the C-CIRC, its interpretation of the Policy or Addenda, or seeks an exemption or exception, the following steps should be followed. The Employee disputing the review decision, interpretation of the Policy, or seeking exemption or exception must present the matter to the Employee's immediate direct manager or supervisor for review and determination. If the Employee and”

“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 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 14, 2015. In addition, 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.”

“An external compensation firm is used who utilizes actual market data compensation from similar institutions with comparable positions and compensation levels and considering the organization's geographic location. The executive committee of the board annually evaluates and approves the executive compensation arrangement for each executive for fair market value along with other applicable factors relied on by the board's determination. The supporting documentation becomes part of the minutes of the meeting. This process is completed yearly.”

“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 governing documents are available on the washington secretary of state's website. The conflict of interest policy is available to the public in the organization's administration offices.”

“I. Introduction A. Market Based Organization Mission and Vision Franciscan Medical Group was founded in April 1999 to provide community based health care services. Since its inception, Franciscan Medical Group has focused on providing quality health care to all members of their community regardless of ability to pay for services. Community service has always been at the core of our activity. B. Community Benefit Approach Franciscan Medical Group clinics provide services across a large geography of south Puget Sound in Washington State, serving a diverse population in our service area. Franciscan Medical Group provides services to patients regardless of race, creed, sex, national origin, handicap or ability to pay. The programs and services described throughout this document not only serve the community but also reduce the burden on governmental programs, i.e. Medicare and Medicaid. Without the charity care provided by Franciscan Medical Group clinics, the community charity care cases would fall upon the more expensive emergency rooms in local hospitals, including those operated by local government. Franciscan Medical Group has over 342 physicians and 142 APC's located in over 160 clinics and hospitals with annual patient visits of 1,312,341. II. Quantitative Description of Community Benefit: Uncompensated Care As described below, Franciscan Medical Group provided a significant level of charity care services to those with limited or an inability to pay. To the extent Medicare and Medicaid reimbursement is below cost, Franciscan Medical Group recognizes these amounts as the uncompensated cost of providing care. As mentioned above, Franciscan Medical Group provides services to patients regardless of race, creed, sex, national origin, handicap, or ability to pay. Most physician groups in the State of Washington have either partially or fully closed their practices to new Medicare and Medicaid patients as the reimbursement for these programs has increasingly fallen short of the cost of providing that care. Although reimbursement for services rendered is critical to the operation and stability of Franciscan Medical Group, not all individuals possess the ability to purchase essential medical services and our mission is to serve the community by providing health care services and health care education. Therefore, in keeping with Franciscan Medical Group's commitment to serve all members of its community, we provide care to persons covered by governmental programs - although the cost of providing that care exceeds governmental program reimbursement. For the fiscal year ending June 30, 2015, the cost of uncompensated Medicare care amounted to $48.6 million; for Medicaid it amounted to $33 million; Charity care totaled $ 551,183 for the year.”

“III. Qualitative Description of Community Benefit A. Community Outreach for the Poor and the Broader Community Activities offered include wellness programs, community education programs, special programs for terminally ill patients, and a broad variety of community support activities. Franciscan Medical Group provides charity care for person who are poor. Charity care is also provided through many reduced price services and free programs offered throughout the year based upon activities and services which Franciscan Medical Group believes serve a bona fide community health need. These include community education service cost for the community, classes for children that cover health care topics, emergency response, fire safety, bike and traffic safety, photo and fingerprinting, electrical safety, seat belts and other care safety, and other community health topics. Franciscan Medical Group and its members partner closely with Project Access of Pierce County. In 2015 approximately $2,497,270 was donated in care from CHI/FMG facilities for 299 patients. The breakdown between hospital based and clinic based services is as follows: - $2,269,374 for 148 patients for hospital based services. - $227,896 for clinic/FMG based services serving 151 patients. - There were a total of 987 appointments, split between 529 for hospital based services and 458 for clinic based services. It is significant to note that all of the Franciscan Medical Group primary care clinics operate in communities designated by the US Department of Health as medically underserved areas for access to primary care. Health Fairs, Events and Screenings Franciscan Medical Group provides cholesterol screenings, glucose screenings, blood pressure checks, and health education information to the community. In fiscal year 2015, these screenings and community health education opportunities reached approximately 150 people in the Enumclaw community. Fundraisers Supported American Cancer Society - Relay for Life American Heart Association American Diabetes Association American Red Cross - Mt Rainier Chapter United Way March of Dimes Tacoma Rescue Mission Leukemia and Lymphoma Society Salvation Army Franciscan Foundation - Cornerstone Club Franciscan Foundation - St Joseph Hospital Ball Franciscan Foundation - St Francis Hospital Gala Franciscan Foundation - Hospice Golf Tournament Franciscan Foundation - St Francis Hospital Golf Tournament Franciscan Foundation - St Clare Hospital Golf Tournament Enumclaw Community Hospital Foundation Catholic Charities Project Access of Pierce County Most of these fundraising activities were supported by actual fundraising activities, and cash donations from Franciscan Medical Group.”