Dignity Health

“The dignity health bylaws provide that the requirements and provisions relating to committees of the board shall be as set forth in the bylaws of the member. Commonspirit health's board of stewardship trustees has an executive committee which consists only of members of the board of stewardship trustees and includes both the chairperson and vice chairperson of the board of stewardship trustees, the co-chief executive officers of commonspirit health, and one additional trustee. Pursuant to the commonspirit health bylaws, except as otherwise provided by law, the executive committee shall have and may exercise such powers as may be delegated to it by the board of stewardship trustees. 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 stewardship trustees, provided that such actions taken shall be consistent with and not conflict with any actions or policies of the board of stewardship trustees, the bylaws, or applicable law. The executive committee shall keep regular minutes of its proceedings and report the same to the board of stewardship trustees at the next regular or annual meeting of the board of stewardship trustees.”

“Certain reportable individuals have business relationships with dignity health (including for-profit subsidiaries or joint ventures) as a result of serving as officers or board members of those entities at the direction of dignity health. Board officer membership on the governing bodies of those related entities are as follows: primed management consulting - m. O'quinn, b. Swartz dignity-gohealth urgent care management llc - t. Strumwasser, b. Swartz arizona care network llc, arizona care network next llc and dignity/abrazo health network llc - hunt, b.swartz optum 360, llc and optum services - p. Hanelt, l. Zuckerman concentra group holdings - k. Bradley, l. Zuckerman dignity health global education ltd. - m. O'quinn, k. Sanford dignity health biolife holding - b. Loanzon, e. Shih dignity/usp norcal surgery care center ll c - l. Harting, t. Strumwasser dignity health holding corporation - e. Shih, d. Morissette, c. Francis, m. O'quinn dignity health provider resources, inc. - b. Swartz, t. Wilcox, j. Bietsch dignity health insurance ltd. - c. Cova, k. Lofton, m. Melfi, d. Morissette, m. O'quinn, r. Wiebe first initiatives insurance ltd. - k. Lofton, m. Melfi, a. Hardy-waller, d. Morissette consolidated health services - m. Melfi, p. Edgett, iii franciscan health services - m. Melfi, t. Kopfensteiner chi center for transitional research - k. Sanford, r. Wiebe”

“Effective february 1, 2019, the filing organization has a sole corporate member, commonspirit health, a 501(c)(3) exempt organization.”

“Sponsor the canonical sponsor of the corporation is catholic health care federation ("chcf"), a public juridic person within the meaning of the code of canon law of the roman catholic church. Chcf's reserved rights over commonspirit health, the corporation's sole corporate member, include approval and removal of any members of the commonspirit health board of trustees. Because, pursuant to its bylaws, the dignity health board of directors shall at all times be those persons who serve from time to time as the directors of commonspirit, and election, resignation, removal or vacancy on commonspirit's board of directors shall automatically and simultaneously have an identical effect on the dignity health board of directors, chcf retains control over the approval or removal of members of the dignity health board of directors. In addition, chcf retains canonical approval authority over the alienation of property belonging to chcf.”

“Commonspirit, as the sole corporate member of dignity health, has specific reserved rights as set forth in the system governance matrix with respect to certain corporate actions of the filing organization and its subsidiaries. Those reserved rights include the right to: -approve a substantial change in mission or philosophical direction of dignity health -closure of a hospital by dignity health -approve amendment of the articles and bylaws of dignity health -approve incurrence of debt by dignity health, including without limitation, borrowings, loans, encumbrances, operating leases and capital leases, in excess of thresholds and within limits established by commonspirit health -approve a joint venture or partnership having dignity health as a party -approve an increase or decrease to an existing joint venture or partnership interest by dignity health -approve creation of a new corporation or limited liability company by dignity health -approve merger or consolidation of dignity health -approve dissolution of dignity health -sell or dispose of (i) assets in excess of thresholds established by commonspirit health or (ii) all or substantially all of an operating unit of the assets of dignity health -approve an acquisition of, or new direct investment in, an enterprise business line or other such company or corporate entity by dignity health -approve an increase or decrease in an existing direct investment in an enterprise business line or other such company or corporate entity by dignity health -appointment or termination of a ceo by dignity health -adopt long range and strategic plans by dignity health -adopt consolidated healthcare system operating and capital budget for dignity health -adopt variations from operating and/or capital budget in excess of threshold established by commonspirit health by dignity health in addition, commonspirit health has retained rights concerning approval of compensation philosophy, incentive compensation design and establishment of annual and long term incentive goals, executive compensation plans and review of total remuneration for reasonableness.”

“The organization's system vice president of finance-dignity health controller and the tax manager reviewed the final draft of this form 990 with the svp/finance and corporate controller of commonspirit. The svp/finance and corporate controller of commonspirit reviewed the draft of this form 990 with the sevp/chief financial officer. The reviews included an explanation of each schedule of the form 990 and the pertinent information contained on each schedule. The vp and deputy general counsel, national services and business lines, reviewed governance schedules and the evp/chief compliance officer reviewed the conflict of interest schedules. Compensation schedules and disclosures were reviewed with the sevp, chief human resources officer and the dignity health board of directors human resources and compensation committee. The complete copy of the form 990 was provided to the entire board of directors before the return was filed.”

“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 dignity health's governance policy (described below). On february 8, 2019, in connection with the alignment of the catholic health ministries of catholic health initiatives and dignity health, the commonspirit health board of stewardship trustees approved commonspirit health corporate responsibility policy no. G-001, commonspirit health conflicts of interest policy. This policy applies to members of commonspirit system entities, corporate boards and committees of those corporate boards, members of certain community boards of commonspirit system entities and members of committees of those community boards, corporate officers of commonspirit system entities, employees of commonspirit system entities at the level of vice president or above, and all individuals engaged in research at institutions owned or operated by a system entity. This policy stipulates that, because the pre-closing chi coi policies and pre-closing dignity health coi policies encompass the categories of covered persons that are minimally required by the new system policy, the pre-closing chi coi policy 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. However, notwithstanding the foregoing, 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. During the period july 1, 2019 june 30, 2020, dignity health was also subject to the pre-closing dignity health written conflict of interest policies (the "dignity health coi policies"). These policies provide for the disclosure and subsequent review and management of conflicts of interest that may exist for members of dignity health's governing bodies, including its board of directors and board committees, as well as dignity health's officers and executive leaders, key employees, management personnel at the vice president level and above, and any other designated personnel ("covered persons"). As noted above, these pre-closing dignity health coi policies continue to apply after february 8, 2019 to those individuals previously covered under the dignity health policy except for the members of the commonspirit health board of stewardship trustees and its committees, corporate officers of commonspirit health, dignity health board of directors and members of the committees of the board of directors of dignity health (all of whom are covered by the pre-closing chi coi policy beginning on february 8, 2019). Pursuant to the aforesaid policies, disclosure, review and management of perceived, potential or actual conflicts of interest are accomplished through a defined coi disclosure review process as described below. A. Disclosure obligations: 1. Ongoing: each person covered by the commonspirit coi policy 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”

“B) appeal - if a person does not agree with a determination made by the c-circ, its interpretation of the coi policy, still seeks an exemption or exception, or seeks further clarification of the c-circ 's decision, the individual may appeal the decision through his or her manager for reconsideration by the c-circ, and the c-circ will review and issue a final determination based upon any new or additional information presented. 2. Matters elevated to the executive committee or board chair: a) determination of existence of conflict - the board chair or his or her designee performs any 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 assumes the chair's role outlined in the coi policy. Based on review and evaluation of the relevant facts and circumstances, the board chair makes 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, is made. The board chair then makes an appropriate report to the executive committee of the board concerning the coi 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 under the coi policy, the matter is submitted to the board's executive committee, which makes a final determination as to the matter presented. That determination, including relevant facts and circumstances, is reflected in the executive committee minutes and is reported to the board. B) board evaluation of transactions involving an officer / board member conflict of interest - i. The board carefully scrutinizes and must in good faith approve or disapprove any transaction in which commonspirit or a commonspirit entity is a party and in which the trustee or a corporate officer either: 1. Has a material financial interest; or 2. Is a trustee or corporate officer of the other party (other than a commonspirit affiliated organization). Ii. The board must approve the transaction by a majority of the trustees on the board (not counting any interested trustee). In reviewing such transactions between commonspirit or commonspirit entities and vendors or other contractors who are, or are affiliated with, trustees or corporate officers, the board acts no more or less favorably than it would in reviewing transactions with unrelated third parties. The transaction is not approved unless the board determines that the transaction is fair to commonspirit or the commonspirit entity. Iii. A conflicted trustee or corporate officer is not permitted to use his or her personal influence with respect to the approval or disapproval of the conflicted transaction. 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. 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 commonspirit or a commonspirit 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 commonspirit or the c”

“As outlined in part vi, section a, line 7b above, the board of directors and corporate officers of dignity health shall at all times be those persons who serve the board of directors and corporate officers, respectively, of commonspirit. 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 packages for each officer and certain key employees (including the president/ceo). 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 merit increases and variable compensation criteria for officers and key executives. The human resources and compensation committee also engages an independent consultant as necessary and qualified independent compensation and benefits specialists (independent experts) to review, analyze and provide benchmarking data for the total compensation and benefits packages of officers and key executives. Appropriate comparable data is obtained from the independent experts, (e.g., total economic benefits paid by similarly situated organizations, both taxable and tax-exempt, for similar job responsibilities). Key deliberations of the committee are documented in meeting minutes which are approved at the next committee meeting and provided to the board of directors. The documentation of the deliberations includes (a) the terms of the agreement approved and the date approved; (b) the members of the committee who were present during discussion of the approved agreement and those who voted on it; and (c) the comparability data obtained and relied upon by the committee and how the data was obtained.”

“Federal tax laws do not require that the organization's governing documents and policies related to conflicts of interest be made available for public inspection. The organization makes its consolidated audited financial statements available on its website and upon request. The financial statements are also attached to this form 990.”

“Presentation of complete names and titles of certain individuals listed in part vii, section a (10) laurie harting svp operations & ceo, greater sacramento division (12) mary connick svp, finance, corporate controller (thru 6/30/19) (13) elizabeth i. Keith evp/sponsorship/mission integration, philanthropy (14) charles cova svp operations & ceo, california central coast division (15) linda hunt svp operations & ceo, arizona division (16) keith callahan svp, supp & srvcs resources mgmt (thru 6/28/19) (17) julie sprengel svp operations & ceo, nevada/southern california division (18) lisa gamshad (zuckerman) system svp treasury & strategic investments (19) jon vanboening svp operations & ceo, central california division (21) jeffrey w. Land system svp national real estate services (22) todd a strumwasser, md svp operations & ceo, northern california division (25) timothy panks svp, finance & revenue cycle management (thru 6/30/19) (26) anthony scott carswell system svp market strategy and development (27) benjie m. Loanzon system svp finance and corporate controller (29) kathleen sanford, rn, dba, fache chief nursing officer (31) tammara wilcox system svp payer strategy & relationships (32) julia n bietsch market vp-pe-network development (thru 12/1/19)”

“Our mission: commonspirit's mission, vision and values inform every aspect of our work each day, and remind us that we serve our patients, their families, our communities and also each other. Our mission, vision and values work hand in hand: the first states our purpose, the next declares our ambition, and our values guide our actions and shape our culture. Together, they help us achieve the health care future we're beginning to build. Our vision: a healthier future for all inspired by faith, driven by innovation, and powered by our humanity. Dignity health is committed to making the healing of god known. We aspire to be a health care ministry. Through teamwork and innovation, faith and compassion, advocacy and action, we endeavor every day to keep our patients happy, healthy, and whole. Our values: in living our mission, we strive to deliver compassionate, high-quality, affordable health care; serve and advocate for those sisters and brothers who are poor and disenfranchised; and partner with others in the communities we serve to improve the quality of life. In carrying out our healing ministry, we embody the values of compassion, inclusion, integrity, excellence and collaboration. These values are further explained below. Compassion: care with listening, empathy and love. Accompany and comfort those in need of healing. Inclusion: celebrate each person's gifts and voice. Respect the dignity of all. Integrity: inspire trust through honesty. Demonstrate courage in the face of inequity. Excellence: serve with fullest passion, creativity, and stewardship. Exceed expectations of others and ourselves. Collaboration: commit to the power of working together. Build and nurture meaningful relationships.”

“Dignity health is a california nonprofit public benefit corporation. Dignity health operated 21 hospitals throughout major california divisions and in the arizona and nevada divisions during the year ended june 30, 2020. Dignity health and its subordinate corporations' facilities included approximately 4,836 licensed acute care beds and approximately 169 licensed skilled nursing beds as of june 30, 2020. Dignity health maintains a prominent market share in many of its divisional areas, and many of its hospitals rank among the finest in the nation. With a significant presence in greater sacramento, san francisco bay area, southern california, central coast, central california, and northern california, dignity health's california operations are well dispersed throughout the state. Dignity health's hospitals operate emergency rooms that are open to all persons regardless of ability to pay; have community boards in which primarily independent persons representative of the community comprise a majority; engage in the training and education of healthcare professionals; and participate in medicaid, medicare, tricare and/or other government-sponsored health care programs. This organization is a public benefit corporation exempt from taxation under section 501(c)(3) of the internal revenue code.”

“Medical fees: program service expenses 317,847,626. Management and general expenses 123,437,150. Fundraising expenses 0. Total expenses 441,284,776. Revenue cycle services: program service expenses 67,309,216. Management and general expenses 184,785,228. Fundraising expenses 0. Total expenses 252,094,444. Professional fees/consulting: program service expenses 114,094,411. Management and general expenses 44,308,932. Fundraising expenses 0. Total expenses 158,403,343. Repairs/maintenance/demolition: program service expenses 95,179,795. Management and general expenses 36,963,380. Fundraising expenses 0. Total expenses 132,143,175. Outsourced management fees: program service expenses 17,122,730. Management and general expenses 6,649,667. Fundraising expenses 0. Total expenses 23,772,397. Laundry & linen: program service expenses 12,902,350. Management and general expenses 5,010,669. Fundraising expenses 0. Total expenses 17,913,019. Other purchased services: program service expenses 92,217,002. Management and general expenses 35,812,770. Fundraising expenses 0. Total expenses 128,029,772.”

“Change in additional minimum pension liability -1,146,175,821. Change in accounting principle -6,618,176. Revenue from health-related activities organized as corps/exempt orgs 135,852,966. Mark to market on interest rate swaps -1,117,890. Change in interest in net assets of unconsolidated foundations/related orgs -25,071,666. Change in equity interest in joint ventures -5,703,668. Pushdown of acquisition accntng to related orgs pursuant to the affiliation -21,485,731. Gain on adoption of asu 2017-17 85,846,832. Other fund balance transfers -1,610,500.”

“The organization did not change its oversight or selection process during the tax year.”

“The organization's federal awards were included in commonspirit's consolidated uniform guidance audited schedule of federal expenditures for the period of july 1, 2019, to june 30, 2020.”