St. Joseph Health System

“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.”

“Decisions requiring approval and 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.”

“Process 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 april 2017 meeting. During the audit and compliance committee meeting, management presented and discussed certain disclosures and information included in the form 990. The audit and compliance committee chair then provided a summary at the full board meeting.”

“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 cco. If the committee determines an unresolved conflict of interest exists, the committee will evaluate and recommend conflict mitigation strategies. The cco, 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.”

“Process for determining compensation 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 2016. During the year, the st. Joseph health system worklife 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.”

“Governing documents, conflict of interest policy and financial statements 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 we are 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. Form 990, part iii, lines 2 and 4b new program service accomplishments home health agency home health agency (hha) offers specialized services for the communitys adult population who require intermittent care in their home for a variety of needs, with programs for congestive heart failure, fall risk, palliative care, wound care, chemotherapy, medication and pain management, post-surgical assessment, and rehab therapy. Home care services home care services (hcs) offers all of the services above, including hospice and infusion pharmacy services. The multidisciplinary hospice team provides an individual plan of care to manage pain and other symptoms, assist with personal care, telephone access to a nurse 24-hours a day, counseling, spiritual assessment and support, durable medical equipment and medical supplies to ensure patient comfort and safety, volunteers for respite, companionship, bereavement support for family members, and a perinatal comfort care program. Infusion pharmacy provides sterile medications and tube feeding products and supplies so patients can manage their illness in the comfort of their home.”

“Program service accomplishments realizing our mission st. Joseph health system (sjhs) 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, sjhs supports over 14 acute care hospitals, home health agencies, hospice care, outpatient services, skilled nursing facilities, community clinics, and physician organizations. The system office, located in irvine, california, is committed to extending the healing ministry of jesus in the tradition of the sisters of st. Joseph of orange. This 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 neighborsminister 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. Program service accomplishments: sjhs provides key community benefit strategic support to its 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. See also schedule a, part vi. Community benefit operations sjhs also provides key community benefit strategic support to its 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 information about st. Joseph health, please visit www.stjhs.org.”

“St. Joseph health system pays all vendors on behalf of its ministry entities through its shared services and therefore issues the related form 1099-misc under its tax identification number. Form 990, part vi, line 6 members or stockholders st. Joseph health ministry is the sole corporate member st. Joseph health system.”

“Fundraising expenses fundraising expenses 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 equity transfer $ 98,913,632 change in fmv of swap agreement $(55,092,976) investment in subs $(32,019,165) retiree health valuation adjustment $ (4,425,386) intercompany transfer - unihealth $ 64,045 net asset reclassification $ (62,442) net other adjustments $ 2,836,490 ------------- total $ 10,214,198”

“Description:collection agencies total fees:12364417”

“Description:consulting services total fees:20451522”

“Description:contract labor total fees:5314688”

“Description:purchased services total fees:63615051”