Franciscan Medical Group

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

“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”

“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.”

“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 (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”

“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.”

“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 http://www.catholichealthinitiatives.org. 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.”

“Other Miscellaneous Revenue - Total Revenue: 2075, Related or Exempt Function Revenue: , Unrelated Business Revenue: , Revenue Excluded from Tax Under Sections 512, 513, or 514: 2075;”

“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 500 physicians and professional providers. There are over 150 primary and specialty clinics with annual patient visits of over 1.7 million. 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, 2018, the cost of uncompensated Medicare care amounted to $84.3 million; for Medicaid it amounted to $ 52.3 million; Charity care totaled $ 3.7 million for the year. Franciscan Medical Group provides charity care to those with limited or an inability to pay for care. Charity care is also provided through many reduced-price services and free programs offered throughout the year based on community health needs. Community health education around heart disease and diabetes, including free, weekly support groups for those with diabetes, are provided at several Franciscan Medical Group clinics. Franciscan Medical Group conducts community outreach at several events across our community, with the goal of increasing access to care to underserved populations. This includes various community events, such as health fairs. Franciscan Medical Group provided and staffed first aid tents at various 5k races across our service region. Franciscan Medical Group and its members partner closely with Project Access of Pierce County. In fiscal year 2018, approximately $3,381,055 was donated in care from CHI/FMG facilities. There was a total of 1,498 patient visits. It is significant to note that all the Franciscan Medical Group primary care clinics operate in communities designated by the US Department of Health as medically underserved areas for acce”

“Other Fees for Services - Total Expense: -8503664, Program Service Expense: -5782486, Management and General Expenses: -2721178, Fundraising Expenses: 0; Consulting - Total Expense: 46015, Program Service Expense: 31291, Management and General Expenses: 14725, Fundraising Expenses: ; Contract Services - Total Expense: 13782686, Program Service Expense: 9372227, Management and General Expenses: 4410460, Fundraising Expenses: ; Contract Labor - Total Expense: 6030235, Program Service Expense: 4100560, Management and General Expenses: 1929675, Fundraising Expenses: ; Purchased Services - Total Expense: 45311810, Program Service Expense: 30812031, Management and General Expenses: 14499779, Fundraising Expenses: ;”