St Anthony Hospital

“Pursuant to section 8.6 of the bylaws of st. Anthony hospital, the executive committee is composed of the board chair, the board vice chair, the president and ceo, 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. Each individual appointed to the executive committee shall serve for a term of one year or until his or her successor is duly 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 8.6 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 st. Anthony hospital, the entity's sole member is commonspirit health, a colorado nonprofit organization.”

“According to the organization's bylaws, directors shall be appointed or refused by the corporate member. The corporate member may appoint one or more individuals to the board of directors, and may at any time remove, with or without cause, any member of the board of directors. According to the organization's bylaws, directors of the corporation shall be appointed by the corporate member no later than june 30 of each year. The names and qualifications of each individual accepted by the board of directors shall be submitted to the corporate member, who shall appoint or refuse each nominee in accordance with the corporate member's bylaws and with endorsement of the senior vice president of operations. The corporate member may unilaterally appoint one or more individuals to the board of directors should the board fail to furnish the corporate member with a list of individuals qualified to serve on the board of directors of the corporation. (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 organization's corporate member is commonspirit health. Pursuant to section 5.4.1 of the organization's bylaws, the corporate member shall have the specific rights set forth in the governance matrix. Pursuant to the governance matrix the following rights are reserved to the commonspirit health board directly or through powers delegated to the commonspirit health chief executive officer: *substantial change in the mission or philosophy of the st. Anthony hospital *amendment of the corporate documents of the st. Anthony hospital *approve members of the st. Anthony hospital's board *removal of a member of the governing body of the st. Anthony hospital *approval of issuance of debt by st. Anthony hospital *approval of participation of st. Anthony hospital in a joint venture *approval of formation of a new corporation by st. Anthony hospital *approval of a merger involving the st. Anthony hospital *approval of the sale of all or substantially all of the assets of the st. Anthony hospital *to require the transfer of assets by the st. Anthony hospital to commonspirit health to accomplish commonspirit health's goals and objectives, and to satisfy commonspirit health debts. *adoption of long range and strategic plans for st. Anthony hospital pursuant to section 5.5.2 of the organization's bylaws, 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 return is reviewed by the chief executive officer. The chief executive officer presents the return to the st. Anthony hospital's board at a board meeting. Subsequent to presentation to the board, the tax department files the return with the appropriate federal and state agencies, making any non-substantive changes necessary to effect e-filing. Any such changes are not re-submitted 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.”

“Line 15a the organization's top management official's compensation is paid by st. Anthony hospital. St. Anthony hospital utilizes market compensation ranges from market surveys, comparability studies and board approval to set executive compensation under the organization's compensation philosophy. Special consideration is made for high performers and those with specialized skills or experience. This process is used not only for new hires but for annual market adjustments as well. The process and decisions are discussed and reviewed with a regional compensation review team for final approval and documented in each employee's electronic file in the hris system. St. Anthony hospital works in conjunction with the regional compensation center who uses a mix of regional and national survey data to determine and review senior executive pay was in line with the regional market. Line 15b st. Anthony hospital determines additional officer and key employee compensation using the same process described for the top management official. The process and decisions are discussed and reviewed with a regional compensation review team for final approval and documentation.”

“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.”

“Contract labor: program service expenses 3,818,937. Management and general expenses 200,996. Fundraising expenses 0. Total expenses 4,019,933. Purchased services: program service expenses 3,629,018. Management and general expenses 191,001. Fundraising expenses 0. Total expenses 3,820,019. Other fees for services: program service expenses 2,850,414. Management and general expenses 150,022. Fundraising expenses 0. Total expenses 3,000,436. Contract services: program service expenses 1,428,129. Management and general expenses 158,681. Fundraising expenses 0. Total expenses 1,586,810. Consulting: program service expenses 9,215. Management and general expenses 485. Fundraising expenses 0. Total expenses 9,700.”

“Capital resource contribution -1,702,352. Asc 842 adjustment -856,600.”

“Correction of temporarily restricted asset balance.”