Franciscan Medical Group

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

“c) Board evaluation of non-transactional conflicts - I. The board carefully reviews and scrutinizes 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.). II. In such circumstances, by a majority vote of the disinterested trustees, the board takes whatever action is deemed appropriate with respect to the trustee or corporate officer under the circumstances (including possible disciplinary or corrective action) to best protect the interests of CHI or the CHI entity. The board is encouraged to consult with the general counsel of CHI or his or her designee when considering disciplinary or corrective action. III. The conflicted trustee or corporate officer is not permitted to use his or her personal influence with respect to the conflict 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 relevant. The trustee or corporate officer is excused from the meeting during discussion and vote on the conflict of interest. d) Record of proceedings - with respect to board member and officer conflicts of interest, minutes of the board are expected to reflect the identity of 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. D. Conflicts reporting: All conflicts of interest are reported by CHI as required by law, regulations, and policy.”

“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 CommonSpirit Health (FHS'S SOLE CORPORATE MEMBER) HAVE RESERVED POWERS AS OUTLINED IN THE CommonSpirit Health 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 CommonSpirit Health BOARD DIRECTLY OR THROUGH POWERS DELEGATED TO THE CommonSpirit Health 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 CommonSpirit Health TO ACCOMPLISH CommonSpirit Health'S GOALS AND OBJECTIVES, AND TO SATISFY CommonSpirit Health DEBTS. IN ADDITION, PURSUANT TO SECTION 5.5.2 OF THE ORGANIZATION'S BYLAWS, FHS OR CommonSpirit Health 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 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.”

“The organization has a conflicts of interest ("COI") policy (the "policy") in place to maintain the integrity of its activities. Through February 7, 2019, conflicts were administered solely through Catholic Health Initiatives' ("CHI") Governance Policy No. 1 (described below). On February 8, 2019, in connection with the alignment of the Catholic Health Ministries of CHI and Dignity Health, the CommonSpirit Health Board of Stewardship Trustees approved CommonSpirit Health Corporate Responsibility Policy No. G-001, a CommonSpirit Health conflicts of interest policy. This policy stipulates that, at minimum, the pre-closing CHI COI policies and pre-closing Dignity Health COI policies identify the individuals that are covered under the new policy. In addition, subject to certain exceptions, pre-closing CHI COI policies shall continue to apply to the CHI entities and the individuals who were subject to the Pre-Closing CHI COI policies; and the Pre-Closing Dignity Health COI policies shall continue to apply to the Dignity Health entities and the individuals who were subject to the Pre-Closing Dignity Health COI policies. Until CommonSpirit Health adopts a single process for identifying and managing conflicts of interest for all system entities, the following individuals shall be subject to the Pre-Closing CHI COI policies from and after the effective date of Corporate Responsibility Policy No. G-001: 1. Members of the CommonSpirit Health Board of Stewardship Trustees and members of the committees of the Board of Stewardship Trustees; 2. Corporate officers of CommonSpirit Health; 3. Members of the Board of Directors of Dignity Health and members of the committees of the Board of Directors of Dignity Health. CHI Governance Policy No. 1: The policy applies to the following persons: members of the CHI board of stewardship trustees and its committees; members of any CHI direct affiliate or subsidiary (each a CHI entity) board and their committees; employees of CHI entities, and all CHI researchers (as defined in the policy). Disclosure, review and management of perceived, potential or actual conflicts of interest are accomplished through a defined COI disclosure review process. A. Disclosure obligations: 1. Ongoing: Each person is required to 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 in which the person is in doubt it is expected that full disclosure be made to permit an impartial and objective determination as to the existence of a conflict. 2. Periodic written: In addition to the ongoing disclosure obligation, periodic written conflict of interest disclosure forms must be completed as follows: a) Initially: 1) Upon hiring (employees), 2) Appointment (board / committee members), 3) Upon consideration of affiliation with research sponsor (researchers). b) Annually: 1) Board / committee members, 2) Employees at the level vice president or above, 3) Researchers, 4) Supply chain employees at the level of vice president and above and those employees involved in contracting regardless of employment level, 5) Other employees as determined by CommonSpirit Health leadership. 3. Failure to disclose - an individual who fails to disclose a perceived, potential, or actual conflict of interest, or all material facts surrounding an actual or potential conflict or fails to abide by the final decision regarding the conflict may be subject to disciplinary or corrective actions such as termination of employment, removal from a board or committee, loss or restriction of clinical privileges, or restrictions on research activities in accordance with applicable laws, regulations, rules, contracts, and bylaws. B. Conflicts review: 1. No disclosed conflicts: In the absence of perceived, potential or actua”

“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, 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 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: 79, Related or Exempt Function Revenue: , Unrelated Business Revenue: , Revenue Excluded from Tax Under Sections 512, 513, or 514: 79;”

“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 served by Franciscan Medical Group 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. In addition to providing financial assistance, Franciscan Medical Group supports health professions education programs and subsidized programs for those with diabetes. II. Quantitative Description of Community Benefit: Uncompensated Care 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, 2019, the cost of uncompensated Medicaid amounted to $ 52.5 million; financial assistance totaled $ 3.2 million for the year. III. Qualitative Description of Community Benefit A. Community Outreach for the Poor and the Broader Community 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 and its members partner closely with Project Access Pierce County and Project Access Northwest. Many FMG providers donate care and CHI Franciscan provides financial contributions to both organizations for their premium assistance programs. 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. Franciscan Medical Group supports training for medical students to help fill this gap in our communities.”