Mcauley Ministries

“The sole member of mcauley ministries is pittsburgh mercy health system (pittsburgh mercy). See line 7 for additional information.”

“Pittsburgh mercy is the sole member of mcauley ministries. Pittsburgh mercy has the right to appoint all persons to the board of directors of mcauley ministries.”

“As sole member, pittsburgh mercy must approve certain decisions of the governing body, including the strategic plan, annual capital plan, and annual operating budget. Pittsburgh mercy must also approve significant changes such as a merger, dissolution, sale of assets in excess of certain limits, and modifications to governing documents. As the parent of the national trinity health system, certain powers are reserved to trinity health corporation. These include the authority to adopt or modify the organization's governing documents, to approve major changes such as a merger or dissolution, and to approve significant finance matters in excess of certain limits established by trinity health corporation.”

“Line 8b is answered "no" because mcauley ministries had no committees with authority to act on behalf of the governing body.”

“Prior to filing, the form 990 for mcauley ministries is reviewed by senior management. In addition, certain key sections of the form are reviewed by the board of directors. Each member of the board receives a copy of the return in its final form before it is filed with the internal revenue service.”

“Mcauley ministries has adopted trinity health's governance policy no. 1, which sets forth the organization's conflict of interest policy and processes. It applies to all "interested persons" of mcauley ministries, which includes directors, principal officers, and key employees. Interested persons are expected to discharge their duties in a manner the person reasonably believes to be in the best interests of mcauley ministries and to avoid situations involving a conflict of interest. On an annual basis, interested persons are required to complete a conflict of interest disclosure statement and to affirm their receipt of the conflict of interest policy, compliance with its requirements, and agree to notify the organization of changes impacting their annual disclosure in accordance with the policy. The annual disclosures are provided to the integrity and compliance officer, who collaborates with internal legal counsel to assess the conflict and identify a conflict management plan when necessary. Additionally, the integrity and compliance officer along with legal counsel prepares a report for the board chair and ceo. A summary of potential conflicts is reviewed with the board of directors of mcauley ministries on a yearly basis. Interested persons are required to make full disclosure to mcauley ministries of any financial or business interests that might result in or have the appearance of a conflict of interest. The board of directors of mcauley ministries is responsible for the review of transactions to determine whether an actual conflict of interest exists. In the event of an actual conflict, the board will either avoid the conflict or appropriately scrutinize the transaction to ensure it is in the best interests of mcauley ministries. Interested persons are required to recuse themselves from discussion and voting on matters involving a conflict of interest. The policy further addresses the proper documentation of the proceedings and potential disciplinary and corrective action for violations of the policy. The policy is available to the public upon request.”

“Questions 15a and 15b are answered "no" because the compensation for certain officers and key management officials of mcauley ministries is established by trinity health, a related organization. In establishing ceo and cfo compensation, trinity health follows a process and policy that is intended to mirror the irc section 4958 guidelines for obtaining a "rebuttable presumption of reasonableness" with regard to compensation and benefits. As part of that process, the compensation and benefits of the ceo and cfo of mcauley ministries are reviewed at least annually by the trinity health board or the trinity health human resources and compensation committee (hrcc) of the board, authorized to act on behalf of the board with respect to certain compensation matters. As part of its review process, the hrcc retains an independent firm experienced in compensation and benefit matters for not-for-profit health care organizations to advise it in the determinations it makes on the reasonableness of proposed compensation and benefits arrangements. For other executives who are not part of the rebuttable presumption process, trinity health uses a market analysis to determine the appropriateness of the executive's compensation. The compensation for certain other executives is established and paid by pittsburgh mercy, a related organization. Pittsburgh mercy, in coordination with trinity health, has a process for determining compensation which includes the following: the board, along with trinity health leadership, approve all elements of remuneration for all qualified parties, as well as other key management. The board and trinity health have an established compensation philosophy which details the objectives of market positioning and pay elements. The board and trinity health engages with external consultants (as needed) to provide market data comparing the organization's roles to similarly health systems utilizing both title and job content comparisons. The board and trinity health reviews the market analysis, approves any salary adjustments for the executive population, considers both reasonableness and effectiveness of all remunerative programs and establishes the detailed performance expectations which are incorporated into the incentive plan. All of these discussions and decisions are documented through policy and procedures with both pittsburgh mercy and trinity health.”

“Mcauley ministries is a subsidiary organization in the trinity health system. Trinity health makes certain of its key documents available to the public on its website, www.trinity-health.org, in the "about us" section. In this section, the consolidated audited financial statements are publicly available. Mcauley ministries's governing documents and conflict of interest policy are available upon request.”

“Individuals who work at mcauley ministries are on the payroll of a related organization. These individuals' salaries and benefits are allocated to mcauley ministries and are reported on part ix, lines 5 through 9.”

“Equity transfers from affiliates 1,338,077.”

“Mcauley ministries' financial statements were included in the fy24 consolidated financial statements of trinity health, which were audited by an independent public accounting firm.”