Franciscan Medical Group

“Pursuant to section 7.5 of the bylaws of the franciscan medical group the executive committee shall consist only of directors of the corporation and shall at all times be identical to the executive committee of the member board. Except as provided by law or limited by the board from time to time, the executive committee shall have and may exercise such powers as may be delegated to it by the board of directors. 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 directors, provided that such actions taken shall be consistent with and not conflict with any actions or policies of the board of directors, the corporate member, the parent corporation or with these bylaws, or with applicable law.”

“According to the bylaws of franciscan medical group the sole member is franciscan health system, a washington nonprofit corporation.”

“The corporate 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 4.4 of the organization's bylaws, both franciscan health system and commonspirit health (fhs' 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 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 4.5.2 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.”

“Once the return is prepared, 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. Any such changes are not resubmitted to the board.”

“The organization has a conflicts of interest ("coi") policy (the "policy") in place to maintain the integrity of its activities. The policy applies to the following persons ("covered persons"): members of the commonspirit health ("commonspirit") board of stewardship trustees and its committees; commonspirit health corporate officers; members of the dignity health board of stewardship trustees and its committees. In addition, the policy applies to organizations that were affiliates and subsidiaries of commonspirit health prior to its affiliation with dignity health ("chi entities"). Covered persons of chi entities include: members of any chi entity direct affiliate or subsidiary board and their committees; employees of chi entities; and chi entity researchers (as defined by the policy). Disclosure, review and management of perceived, potential or actual conflicts of interest are accomplished through a defined coi disclosure review process. All covered persons are required to disclose actual or potential conflicts and must disclose that conflict to his/her direct manager (or other person as is appropriate per policy). Such disclosure is required on a transactional basis at the time such conflicts arise, when an individual becomes a covered person (e.g. Upon hiring or board appointment), and annually thereafter. Disclosures of perceived, potential or actual conflicts are initially reviewed by national or regional legal or corporate responsibility team members to determine whether an actual or potential conflict may exist. If it is determined that a potential or actual conflict exists, issues are elevated to the board executive committee or board chair (for board or officer conflicts), or the conflicts of interest review committee (for any other conflict). The procedures for addressing a conflict related to a proposed transaction in the case of governing bodies or a corporate officer include, but are not limited to 1) disclosure to the board, 2) the trustee or corporate officer being excused from the meeting during discussion and vote on the conflict of interest (although he or she may respond to pertinent questions if the knowledge is relevant), and 3) board approval of the transaction by a majority of disinterested members. In addition, boards carefully review and scrutinize any non-transactional conflicts of interest. In such circumstances, by a majority vote of the disinterested trustees, the board takes whatever action is deemed appropriate. For conflicts not involving a board member or officer, the conflicts of interest review committee ("c-circ") will facilitate a coi management plan to mitigate the conflict if adequate controls aren't already in place. Notwithstanding the foregoing, at its sole discretion, an 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 conflict of interest. Form 990, part vi, line 14 while franciscan medical group has a written document retention plan, the governing board has not formally adopted it.”

“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.”

“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, 2020, the cost of uncompensated medicaid amounted to $ 58.9 million; financial assistance totaled $ 3.9 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.”

“Asc 842 adoption adjustments -6,045,984. Capital transfers 179,891,168.”