St. Joseph Health System

“Members or stockholders st. Joseph health ministry is the sole corporate member of st. Joseph health system.”

“Description of classes of persons and the nature of their rights st. Joseph health system has a tiered governance in which st. Joseph health ministry as its sponsor reserves the right to appoint trustees to the st. Joseph health system board after a collaborative and inclusive recruitment and selection process. The sisters of st. Joseph of orange, as the founding sponsor of st. Joseph health system, appoints members of st. Joseph health ministry.”

“Dscr class of persons, decisions requiring appr & type of voting rights the corporate member, st. Joseph health ministry, reserves the right to approve the purposes, sale or disposition of real property, merger or sale of substantially all assets, appointment and removal of trustees, adoption or amendment of articles or bylaws.”

“Dscr the process used by management &/or governing body to review 990 the form 990 was prepared by the finance department based on information received from various departments of the organization and was reviewed by an officer of the organization. A copy of the form 990 was distributed to all voting members of the board at the march 2016 meeting. During the audit and corporate responsibility committee meeting, management presented and discussed certain disclosures and information included in the form 990. The audit and corporate responsibility committee chair then provided a summary at the full board meeting.”

“Description of process to monitor transactions for conflicts of interest officers, trustees and key employees are required to disclose the existence and nature of any actual, apparent, or potential conflicts of interest he/she may have that might result in or have the appearance of a conflict in connection with that individual satisfying their fiduciary obligations to the organization. Disclosures shall be made promptly any time an actual, apparent or potential conflict of interest arises and before the consummation of any contract, transaction or arrangement that is the subject of the potential conflict of interest. With guidance from the st. Joseph health system chief compliance officer (cco), the chief executive and/or the governing board chairperson, as appropriate, considers the matter initially. If the matter cannot be resolved at that level, the matter is escalated to the cco. The cco, in consultation with the st. Joseph health system general counsel, reviews the matter and presents recommendations to the governing board and/or board committee, as appropriate, for discussion and vote. The individual whose potential conflict is being reviewed may be requested to be present during any meeting in which the board or board committee conducts its evaluation but shall be excused for any discussion or vote. Once all necessary information has been obtained, the committee conducts its evaluation and forwards its findings and recommendations to the sjhs chief compliance officer. If the committee determines an unresolved conflict of interest exists, the committee will evaluate and recommend conflict mitigation strategies. The sjhs chief compliance officer, in consultation with sjhs general counsel, will review the committee findings, recommendations, and mitigation strategies, and present recommendations to the board for discussion and vote.”

“Offices & positions for which process was used & year process was begun executive compensation is approved by the executive committee, which is comprised of independent persons. The committee reviews comparability data prepared for and compiled by the st. Joseph health system worklife committee, a committee of the st. Joseph health system board of trustees comprised of independent members. The st. Joseph health system worklife committee acts in accordance with a committee charter approved by the st. Joseph heatlh system board of trustees and an executive compensation philosophy. The charter directs the st. Joseph health system worklife committee to administer the executive compensation program and to approve program changes, as necessary, to ensure alignment with the stated philosophy and ensure continued compliance with federal and state regulations on behalf of the st. Joseph health system board of trustees. Overall, the philosophy is intended to reward a broad spectrum of high organizational and individual performance expectations, as well as retention of key management talent. The executive compensation philosophy defines the market for administering compensation as a comparable set of for profit and not-for-profit health care delivery systems. St. Joseph health system provides compensation to its executives in the form of base salary, an annual incentive program, and benefits. To ensure compensation philosophy adherence and general fair market value compensation, the committee regularly reviews information from multiple sources of market data and engages legal counsel and consulting support, as needed. They use this information to support ongoing effectiveness and administration of the program. The st. Joseph health system worklife committee meets at least 3 times a year and takes action in executive session. These actions are documented in detailed minutes and approved in subsequent meetings. A full compensation review is conducted on a biennial basis and the last review was performed in june 2015. During the year, the executive committee reviewed and approved any changes in compensation for key executives predicated on the analysis and recommendation by an independent third party consultng firm with expertise in healthcare executive compensation. In addition, annual incentive awards are reviewed and approved prior to payment consistent with the most recent compensation biennial review and in accordance with the plan document. These actions are documented in detailed minutes which are subsequently approved at the committee meeting.”

“Avail of gov docs, conflict of interest policy & fin stmts to gen public the organization makes its governing documents, conflict of interest policy, and financial statements available to the public upon request. The sjhs community benefit reports, financial reports, and philanthropy reports are also available on the sjhs internet site.”

“Organization's mission st. Joseph health system is committed to extending the healing ministry of jesus in the tradition of the sisters of st. Joseph of orange by continually improving the health and quality of life of people in the communities we serve.”

“PROGRAM SERVICE ACCOMPLISHMENTS REALIZING OUR MISSION ST. JOSEPH HEALTH SYSTEM (SJHS) OFFICE HAS BEEN MEETING THE HEALTH AND QUALITY OF LIFE NEEDS OF THE LOCAL COMMUNITY FOR OVER 25 YEARS. SERVING THE COMMUNITIES OF NORTHERN CALIFORNIA, SOUTHERN CALIFORNIA AND WEST TEXAS/EASTERN NEW MEXICO, ST. JOSEPH HEALTH SUPPORTS OVER 14 ACUTE CARE HOSPITALS, HOME HEALTH AGENCIES, HOSPICE CARE, OUTPATIENT SERVICES, SKILLED NURSING FACILITIES, COMMUNITY CLINICS, AND PHYSICIAN ORGANIZATIONS. SJHS, LOCATED IN IRVINE, CALIFORNIA, IS COMMITTED TO EXTENDING THE HEALING MINISTRY OF JESUS IN THE TRADITION OF THE SISTERS OF ST. JOSEPH OF ORANGE. SJHS'S MISSION HAS GUIDED OUR CATHOLIC HEALTHCARE MINISTRY SINCE THE OPENING OF OUR FIRST HOSPITAL IN EUREKA, CALIFORNIA NEARLY 100 YEARS AGO. THE SISTERS OF ST. JOSEPH OF ORANGE TRACE THEIR ROOTS BACK TO 17TH CENTURY FRANCE AND THE UNIQUE VISION OF A JESUIT PRIEST NAMED JEAN-PIERRE MEDAILLE. HE SOUGHT TO ORGANIZE AN ORDER OF RELIGIOUS WOMEN WHO, RATHER THAN REMAINING SAFELY CLOISTERED IN A CONVENT, VENTURED OUT INTO THE COMMUNITY TO SEEK OUT "THE DEAR NEIGHBORS" AND MINISTER TO THEIR NEEDS. THE CONGREGATION MANAGED TO SURVIVE THE TURBULENCE OF THE FRENCH REVOLUTION AND EVENTUALLY EXPANDED, NOT ONLY THROUGHOUT FRANCE, BUT THROUGHOUT THE WORLD. IN 1912 A SMALL GROUP OF SISTERS OF ST. JOSEPH WENT TO EUREKA, CALIFORNIA, AT THE INVITATION OF THE LOCAL BISHOP, TO ESTABLISH A SCHOOL. A FEW YEARS LATER, THE GREAT INFLUENZA EPIDEMIC OF 1918 CAUSED THE SISTERS TO TEMPORARILY SET ASIDE THEIR EDUCATION EFFORTS TO CARE FOR THE ILL. THEY REALIZED IMMEDIATELY THAT THE SMALL COMMUNITY DESPERATELY NEEDED A HOSPITAL. THROUGH BOLD FAITH, FORESIGHT, AND FLEXIBLITY IN 1920, THE SISTERS OPENED THE 28-BED ST. JOSEPH HOSPITAL OF EUREKA, THE FIRST ST. JOSEPH HEALTH MINISTRY. FY 2015 PROGRAM SERVICE ACCOMPLISHMENTS: COMMUNITY INVESTMENT FUND ST. JOSEPH HEALTH RECOGNIZES THAT THE HEALTH OF ANY COMMUNITY DEPENDS ON THE MAINTENANCE AND CREATION OF STRONG STRUCTURES - BOTH PHYSICAL AND SOCIAL - WHICH CONTRIBUTE TO THE LONG-TERM WELL-BEING OF PEOPLE. THAT PHILOSOPHY INSPIRED THE INITIATION OF THE COMMUNITY INVESTMENT FUND (THE CIF)- AN EFFORT TO SUPPORT ORGANIZATIONS THAT PROMOTE THE COMMON GOOD. THE CIF PROVIDES CAPITAL IN THE FORM OF LOANS, DEPOSITS, OR OTHER SUPPORT TO NONPROFIT 501(C)(3) ENTITIES TO PROMOTE A SOCIAL GOOD AND THE DEVELOPMENT OF HEALTHIER COMMUNITIES. THESE LOANS ENABLE COMMUNITY ORGANIZATIONS TO ACHIEVE THEIR FULL POTENTIAL AND PLAY A MAJOR ROLE IN THE REGENERATION OF THEIR COMMUNITIES. ST. JOSEPH HEALTH MAKES AVAILABLE THREE PERCENT OF ITS INVESTMENTS INTO THE CIF. AS OF JUNE 30, 2015, SJHS INVESTED $9.4 MILLION IN THE COMMUNITY INVESTMENT FUND. THERE WERE 18 LOW-INCOME ACTIVE INVESTMENTS IN FY 2015 MANAGED BY THE SJH SYSTEM OFFICE TREASURY DEPARTMENT. INVESTMENTS INCLUDE LOW INTEREST INVESTMENT LOANS, LINES OF CREDIT AND CD COLLATORAL. SOME OF THE PROGRAMS SUPPORTED THROUGH THE CIF INCLUDE: AFFORDABLE HOUSING, ECONOMIC DEVELOPMENT INITIATIVES, SOCIAL SERVICE PROGRAMS, SUPPORT FOR FOOD BANKS AND OTHER DIRECT SERVICES, JOB EXPANSION PROGRAMS, SCHOOL AND EDUCATIONAL PROGRAMS. PARTICIPATING NON-PROFIT ORGANIZATIONS INCLUDED: CALIFORNIA PARENTING INSTITUTE COC SOCIETY OF ST. VINCENT DE PAUL OUR LADY OF GRACE CATHOLIC CHURCH WEST SIDE MISSIONARY BAPTIST CHURCH NORTHERN CALIFORNIA COMMUNITY LOAN FUND HANDS TOGETHER - A CENTER FOR CHILDREN HOMES, Inc. ILLUMINATION FOUNDATION JAMBOREE HOSUING DEVELOPMENT MERCY HOUSING FUND PARTNERS FOR THE COMMON GOOD, INC. RURAL COMMUNITY ASSISTANCE CORPORATION SHARE OUR SELVES TALLER SAN JOSE THINK TOGETHER COMMUNITY BENEFIT OPERATIONS THE SYSTEM OFFICE ALSO PROVIDES KEY COMMUNITY BENEFIT STRATEGIC SUPPORT TO LOCAL MINISTRIES ON COMMUNITY BENEFIT PLANNING, COMMUNITY HEALTH NEEDS ASSESSMENTS, AND INTERNAL AND EXTERNAL REPORTING. THIS WORK IS ACCOMPLISHED IN PARTNERSHIP WITH VARIOUS KEY SYSTEM OFFICE DEPARTMENTS INCLUDING ADVOCACY, COMMUNITY OUTREACH, LEGAL AND STRATEGIC SERVICES. FOR MORE”

“Fundraising expenses the fundraising expenses reported in column (d) include salary and related expenses for employees who raise funds on behalf of affiliated hospitals. Fundraising expenses incurred are for the support of the entire health system and help to generate contributions at the hospital ministries.”

“Other changes in net assets change in fmv of swap agreement $ (15,226,359) investment in subs $ 767,600 equity transfer $ 146,062,475 retiree health valuation adjustment $ 23,118,660 intercompany transfer - unihealth & jack legacy award $ 287,830 emergency assistance fund $ 7,390 miscellaneous $ 536 ------------- total $ 155,018,132”

“Description:professional fees/consulting total fees:26467223”

“Description:purchased services total fees:66349034”