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 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. 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 - employed physicians and advanced practice providers - 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 - 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 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. Form 990, part vi, line 14 while franciscan medical group has a written document retention plan, the governing board has not formally adopted it.”

“For leadership positions with substantial influence (including the president/ceo), compensation is presented to the organization's executive committee for approval of base pay increases and incentive achievement. Compensation for other officers and key employees of the organization is established by commonspirit health compensation using external compensation surveys or studies containing comparable data for similarly situated organizations, both taxable and tax exempt for similar job responsibilities. Commonspirit's board of stewardship trustees appoints a human resources and compensation committee, comprised exclusively of independent directors, who are accountable for setting reasonable compensation practices for certain executives within the organization. The human resources and compensation committee approves, consistent with the organization's philosophy and principles, the annual performance goals and criteria to be used in determining variable compensation. The human resources and compensation committee also engages an independent consultant and financial legal counsel to validate the organization's benchmarking approach and reasonableness of the total compensation and benefits packages for certain executives. Appropriate comparable data is obtained by the commonspirit health compensation department from independent third-party salary surveys, (e.g., total economic benefits paid by similarly situated organizations, both taxable and tax-exempt, for similar job responsibilities) for all other staff and leadership roles. The documentation of compensation decisions includes (a) the decision made and the date approved; and (b) the comparability data obtained and relied upon by the compensation department and the sources from which the data was obtained.”

“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.”

“Franciscan medical group 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.”

“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, 2024, the cost of uncompensated medicaid amounted to $ 60 million; financial assistance totaled $ 3.8 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 virginia mason franciscan health 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.”

“Payments to vendors for entities that are part of commonspirit health are made by commonspirit health. Therefore, no forms 1099 are issued by franciscan medical group. Commonspirit health files the forms 1099 and complies with the backup withholding rules for reportable payments to vendors and game winnings. The forms 1099 issued on behalf of franciscan medical group are reported to the irs.”

“Consulting: program service expenses 97,299. Management and general expenses 5,121. Fundraising expenses 0. Total expenses 102,420. Contract services: program service expenses 26,909,192. Management and general expenses 2,989,910. Fundraising expenses 0. Total expenses 29,899,102. Contract labor: program service expenses 7,233,005. Management and general expenses 380,684. Fundraising expenses 0. Total expenses 7,613,689. Purchased services: program service expenses 43,815,021. Management and general expenses 2,306,054. Fundraising expenses 0. Total expenses 46,121,075. Other fees for services: program service expenses 29,588,793. Management and general expenses 0. Fundraising expenses 0. Total expenses 29,588,793.”

“Capital transfers 212,518,726. Changes in equity of unconsolidated orgs 38,093.”