St Joseph'S Foundation

“The organization does not employ personnel; however, the top management official is compensated by dignity health. For 2019 compensation, commonspirit health's 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 outside legal counsel 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.”

“R STEVENSON and O HARPER - Business relationship”

“The organization has a sole corporate member, dignity health, a 501(c)(3) exempt organization. On february 1, 2019, dignity health and catholic health initiatives ("chi"), a colorado nonprofit corporation, effected a business combination. On that date, chi changed its name to commonspirit health and became the sole corporate member of dignity health. Commonspirit health is a catholic healthcare system sponsored by the public juridic person, catholic health care federation (chcf").”

“Dignity health, as the sole corporate member, ratifies the selection of members and the dignity health board approves new board members of the foundation.”

“Reserved rights of the corporate member include adoption of mission and philosophy statements, amendment or restatement of articles of incorporation and bylaws, dissolution of the corporation, acquisition of another corporation, creation of a new subsidiary, merger or consolidation with another corporation, participation as a general or limited partner in any venture, incurring long-term indebtedness in excess of normal operating requirements, ratification of board member appointments and dismissals, selection and removal of independent auditors, and transactions outside the ordinary course of business. The sole corporate member may appoint and remove any director of the foundation.”

“The foundation's chief philanthropy officer and hospital cfo reviewed the form 990 in detail prior to filing. Due to timing of board committee and full board meetings, the committees nor full board received a copy of the form 990 prior to filing. However, the form will be provided to the finance committee and full board at the first meeting subsequent to the filing date.”

“The foundation has adopted dignity health's conflicts of interest policy. During the period july 1, 2019 - june 30, 2020, dignity health was subject to written conflict of interest policies (the "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"). All covered persons are required to disclose actual or potential conflicts arising from the business, ownership, financial and personal interests held by such covered persons or their family members. Covered persons are required to disclose to their supervisors or relevant decision makers any interest that may present a conflict of interest, or the appearance of a conflict of interest. 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 upon promotion), and annually thereafter. As part of the annual disclosure survey conducted pursuant to the coi policies, each covered person is required to certify that he/she: (1) has received a copy of the coi policy or coi policies applicable to his/her position; (2) has read the coi policy and understands said policy; and (3) agrees to comply with all requirements of the coi policy, including completing the conflicts of interest disclosure survey as required by the coi policies. The information from the annual disclosure survey is used to monitor and manage disclosed conflicts of interest and assure decisions are made in the organization's best interests. The procedures for addressing a conflict of interest related to a proposed transaction in the case of governing bodies require that the board shall carefully scrutinize and must in good faith either approve or disapprove any transaction in which dignity health or a dignity health entity is a party and in which the director either: has a material financial interest or is a director or corporate officer of the other party (other than a dignity health-affiliated organization). The board must approve the transaction by majority of the directors on the board, without counting the vote of any individual who has an interest in the transaction. In reviewing such transactions between dignity health or dignity health entities and vendors or other contractors who are, or are affiliated with, directors, the board shall act no more or less favorably than it would in reviewing transactions with unrelated third parties. The transaction will not be approved unless the board determines that the transaction is fair to dignity health or the dignity health entity.”

“Federal tax laws do not mandate that the organization's governing documents, conflict of interest policy and financial statements be made available for public inspection. The organization is included in commonspirits healths' consolidated financial statements which are available on both commonspirit health's and dignity health's websites and upon request.”

“The organization does not compensate board members/officers r bremner, md, a burns, md, r drosten, md, t hoffman and j jackson for their services as current board members or officers. All compensation and benefits reported represent compensation as employees to the related organization.”

“The organization does not have employees. As a supporting organization, the foundation operates for the benefit of the hospital and utilizes the employees of that hospital. The proportionate salaries and benefits for these individuals are allocated to the foundation. The salaries of these employees are included in the hospital entity's form w-3 and federal employment tax returns.”

“Other Purchased Services - Total Expense: 13924, Program Service Expense: , Management and General Expenses: 12922, Fundraising Expenses: 1002; Admin Services - Total Expense: 1428645, Program Service Expense: , Management and General Expenses: 1325815, Fundraising Expenses: 102830; Professional Fees - Total Expense: 23245, Program Service Expense: , Management and General Expenses: 21572, Fundraising Expenses: 1673; Florist - Total Expense: 4176, Program Service Expense: , Management and General Expenses: 3875, Fundraising Expenses: 301;”

“Change in value of split interest agreements - -9700; PY pledge adjustments - -15758;”