St. Joseph Health System

“St. Joseph health system (sjhs) amended its articles of incorporation and bylaws in june 2016 to change its sole corporate member to providence st. Joseph health (psjh), to give certain powers and rights to psjh, and to allow the sjhs board of trustees to be the same individuals as the psjh board of trustees with the exception of the psjh ceo. Sjhs amended its articles of incorporation and bylaws in june 2017 to add psjh as a supported organization, give power to elect or appoint trustees of sjhs concurrently with the trustees of psjh to one or more of the supported organizations, and give certain powers and rights to the sjhs board.”

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

“Classes of persons and the nature of their rights st. Joseph health system has a tiered governance in which providence st. Joseph health 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, along with providence ministries appoints members of providence st. Joseph health.”

“Decisions requiring approval and type of voting rights the corporate member, providence st. Joseph health, 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 march 2018 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 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.”

“Process for determining compensation it is st. Joseph health system's intention to make financial information accessible and transparent. Although the filing of form 990 provides insight into how st. Joseph health system achieves its mission, delivers its programs and stewards its finances, deciphering the information directly from form 990 can be challenging. The following paragraphs provide further information about the process we use to determine compensation for top management, officers and key employees. St. Joseph health system has a single fiduciary board, with responsibility for financial oversight associated with fulfillment of the st. Joseph health system mission, developing system policies, protecting the assets entrusted to the organization and overseeing the strategic and operational affairs of st. Joseph health system's legal entities. St. Joseph health system also maintains a network of community ministry boards with responsibility for quality of care oversight, community relations, advocacy and community needs assessments. St. Joseph health system has a consistent compensation philosophy for all of its officers, including our senior executives. Salaries for senior executives are reviewed by the providence st. Joseph health committee and approved by the full board of directors, none of whom is a st. Joseph health system employee. The board retains an independent consultant each year to review salaries of those in the most significant leadership roles in the organization. Part of the consultant's role is to review an extensive array of compensation surveys of large, not-for-profit health care systems in the united states. St. Joseph health system is one of the larger health systems in the country, and as such, the board benchmarks executive compensation against other large, not-for-profit health systems whose revenue is similar to that of st. Joseph health system. Additionally, st. Joseph health systems labor market continues to spread across health care and into general industry. Because of this, st. Joseph health system also takes into consideration general industry for-profit market data, where applicable. Base salaries for st. Joseph health system executives are generally targeted to the median level of the market, as identified by the independent consultant and reviewed with the executive compensation committee. The president/ceo utilizes the market information provided by the consultant along with formal performance evaluations, to determine salary recommendations for other senior executives. This process includes a rigorous analysis of those recommendations with the executive compensation committee as a part of the review and approval process. Performance incentives allow executives to earn additional compensation if they achieve specific organizational goals for furthering st. Joseph health system operating commitments and strategic objectives. The board of directors conducts a thorough process to ensure performance incentives are aligned with appropriate market practices. The board's process for executive compensation fully complies with irs standards and mirrors best practices. This process was last completed in september 2016.”

“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 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.”

“St. Joseph health system 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 flexibility in 1920, the sisters opened the 28-bed st. Joseph hospital of eureka, the first st. Joseph health ministry. Providence st. Joseph health on july 1, 2016, providence health & services (phs) and st. Joseph health system (sjhs) entered into a business combination agreement, the purpose of which was to better serve both organizations' communities, maintain strong traditions of catholic healthcare, and provide greater affordability and access to healthcare services. As part of the business combination, phs and sjhs aligned under a single parent corporation (psjh), providence st. Joseph health, with a consolidated board of directors and co-sponsorship from the public juridic persons, providence ministries and st. Joseph health ministry. Realizing our mission st. Joseph health system (sjhs) has been meeting the health and quality of life needs of the local community for over 30 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. 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. For more information about st. Joseph health system and providence st. Joseph health, please visit www.stjhs.org and www.psjhealth.org.”

“St. Joseph health system was included in consolidated, independent audited financial statements for providence st. Joseph health for the period ended december 31, 2017. As such, audited financial statements were not prepared for the tax year ended june 30, 2017. The reporting organization will change its tax year end to december 31 for 2017.”

“St. Joseph health system (sjhs) pays all vendors for sjhs entities from its shared services. Sjhs issues form 1099-misc under its tax id number and complies with backup withholding rules for reportable payments to vendors.”

“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 equity transfer $ 89,362,068 change in fmv of swap agreement $ 51,058,630 retiree health valuation adjustment $ (20,837,381) investment in subs $ (2,468,814) rounding $ 85 ------------- total $ 117,114,588”

“Description:purchased services total fees:43079362”

“Description:contract labor total fees:13473809”

“Description:consulting services total fees:10146083”

“Description:collection agencies total fees:9985640”