Dignity Health Workers Compensation Self Insurance Trust

“M. Melfi, p. Foster and d. Morissette - business relationship”

“Dignity health, the trustor of the organization, has the power to appoint and remove the institutional trustee by delivery to the institutional trustee of written notice to that effect. The institutional trustee, and any successor trustee, may resign as trustee upon written notice to that effect delivered to the trustor. Such removal or resignation shall become effective 60 days from the date of the delivery of such written notice, unless an earlier or later date is agreed upon by trustor and the trustee. 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 ("commonspirit") 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, the trustor of the organization, has the power to appoint and remove the institutional trustee by delivery to the institutional trustee of written notice to that effect. The institutional trustee, and any successor trustee, may resign as trustee upon written notice to that effect delivered to the trustor. Such removal or resignation shall become effective 60 days from the date of the delivery of such written notice, unless an earlier or later date is agreed upon by trustor and the trustee. 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 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").”

“Commonspirit's svp/chief risk officer and vice president, risk finance and insurance reviewed the form 990. In addition, the supported organization's accounting department worked closely with commonspirit health's tax department to review the form 990. The final version of the form 990 was not provided to the institutional trustee before the return was filed.”

“The organization has adopted the related organization, commonspirit's conflicts of interest policy. The conflicts of interest ("coi") policy (the "policy") was put in place to protect the interests of 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. The policy was last updated during the tax year ended 6/30/2021. 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 - 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.”

“For 2020, the related organization, commonspirit health's board of stewardship trustees appoints a human resources and compensation committee, comprised of exclusively independent directors, who are accountable for setting reasonable compensation packages for each officer and certain key executives (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 employees. 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.”

“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 commonspirit's consolidated financial statements which are available on commonspirit's website and upon request.”

“Effective august 1, 2020, the institutional trustee terminated the trust agreement for dignity health workers' compensation self-insurance trust in connection with its affiliation with commonspirit health. The organization fully wound down effective june 30, 2021.”

“The organization does not have employees. The organization operates as the administration company of the workers' compensation self-insurance program for the supported organization, dignity health, and its related entities.”

“Capital fund transfer to dignity health -10,900,067. Investment transfer to related organization due to wind down -143,010,877.”

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