Verity Health System of California Inc

“Form 990, Part VI, Section A, Line 3 THE ORGANIZATION ENTERED INTO A MANAGEMENT AGREEMENT WITH INTEGRITY HEALTHCARE, LLC, A WHOLLY-OWNED SUBSIDIARY OF BLUEMOUNTAIN CAPITAL MANAGEMENT, LLC (WHICH PROVIDED FINANCING IN EXCHANGE FOR AN OPTION TO PURCHASE THE ASSETS OF VERITY HEALTH SYSTEM OF CALIFORNIA, INC. ("VHS")), EFFECTIVE ON DECEMBER 14, 2015. THE MANAGEMENT AGREEMENT PROVIDES THAT, SUBJECT TO THE SUPERVISION OF THE BOARD OF DIRECTORS, VHS EXCLUSIVELY DESIGNATES AND APPOINTS INTEGRITY HEALTHCARE, LLC AS ITS SOLE AND EXCLUSIVE AGENT TO PROVIDE AND ASSUME RESPONSIBILITY FOR THE MANAGEMENT AND ADMINISTRATIVE AND SUPPORT SERVICES OF THE ORGANIZATION. DURING THE JUNE 30, 2017 FISCAL YEAR, THE OFFICER POSITIONS (AS DEFINED BY THE FORM 990 INSTRUCTIONS AND BYLAWS OF THE ORGANIZATION) OF THE CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER WERE PROVIDED BY INTEGRITY HEALTHCARE, LLC FOR THE FULL FISCAL YEAR. IN ADDITION, THE KEY EMPLOYEE POSITIONS (AS DEFINED BY THE FORM 990 INSTRUCTIONS) OF CHIEF OPERATING OFFICER AND CHIEF MEDICAL OFFICER WERE ALSO PROVIDED BY INTEGRITY HEALTHCARE, LLC. MITCH GREEM, BOARD MEMBER OF SVDC $1,102,000 ANDREI SORAN, EX-OFFICIO OF SVdC $1,875,229 MEMBERS OR STOCKHOLDERS FORM 990, PART VI, SECTION A, LINE 6 ST. VINCENT DIALYSIS CENTER ("SVDC") HAS ONE MEMBER, ST. VINCENT MEDICAL CENTER ("SVMC"), A CALIFORNIA NONPROFIT CORPORATION.”

“Form 990, part vi, section a, line 7a the member's board of directors may appoint the organization's directors and officers. Effective august 4, 2014, the svdc board of directors was resolved and the svmc board of directors took over governance for svdc for the sake of convenience during the period of time in which verity health system of california, inc. (formerly known as daughters of charity health system) was soliciting buyers. The board of svmc maintained governance duties over svdc until august 17, 2016.”

“Form 990, part vi, section a, line 7b as the sole member of svdc, svmc has the power to take or approve the following actions as it relates to svdc: (1) approve or change the mission, role, and purpose of this organization; (2) amend the bylaws and articles of incorporation (or authorize the board of trustee to do so); (3) approve the formation, merger, dissolution, consolidation, divestiture, closure, change in corporate membership or control and reorganization of each direct affiliate of this corporation; (4) fix the number and appoint and remove the trustees of this corporation; (5) appoint and remove the chairperson of the board and president and chief executive officer of this corporation and of each direct affiliate or subsidiary of this corporation; (6) approve the merger, consolidation, reorganization, dissolution, or disposition of assets of this corporation or any direct affiliate of this corporation; (7) approve the acquisition, sale, lease, mortgage, transfer or other alienation of real or personal property of this corporation; (8) approve the capital and operating budgets; (9) approve the incurrence of debt or guaranties; (10) establish policy concerning quality of care and services for the corporation; (11) establish policy and procedures concerning finance and resources; (12) establish criteria for the long-range financial and strategic plans of the corporation; (13) establish an internal auditing program and approve any material element of the internal auditing program; (14) approve capital expenditures; (15) approve the transfer of funds, by gift or loan, between this corporation and one or more other affiliates of verity health system; (16) approve any other action by this corporation or for any affiliate controlled by this corporation that has been established by resolution of the corporate member as requiring its approval, including, but not limited to, any approvals of authority necessary to ensure compliance with any credit agreement, master indenture or loan agreement to which this corporation is a party.”

“Form 990, part vi, section b, line 11b the organizations independent tax advisors and finance staff work together to gather the required information necessary to complete the form 990. The initial draft form 990 is reviewed by the organizations finance and legal department. After the form 990 is reviewed, recommended changes are discussed and a final form 990 is prepared. Prior to filing with the internal revenue service, the final version form 990 is distributed to the organizations board of directors for review.”

“Form 990, part vi, section b, line 12c verity health system of california, inc. Has a conflict of interest policy that covers vhs and all of its affiliates. The policy provides for a systematic and ongoing method of requiring individuals who have decision making responsibility to disclose and address potential and actual conflicts of interest. Covered individuals are required to complete an annual statement disclosing any conflicts of interest and have a duty to update the disclosure for any potential conflicts of interest that arise during the year. The president and ceos of the affiliated hospitals report the conflict of interest findings and resolutions to their respective board of directors. This policy is reviewed annually for compliance by the vhs' corporate responsibility officer.”

“Form 990, part vi, section b, lines 15a and 15b st. Vincent dialysis center does not have employees. As such, form 990, part vi, section b, lines 15a and 15b have been answered "no", as mandated by the form 990 instructions. The president & ceo is full-time employees of svmc and is compensated by vhs. The cfo is full-time employees of svmc is compensated by svmc. In addition, it is also a part of svmc full time employees' responsibilities to provide professional services for svdc.”

“Form 990, part vi, section c, line 19 the audited financial statements and form 1023 are made available to the public upon request. The articles of incorporation, bylaws, and conflict of interest policy are not made available to the public.”