Marian Regional Medical Center Foundation

“S. Andersen and m. Richardson - business relationship”

“The organization has a sole corporate member, dignity health, a 501(c)(3) exempt organization. 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 is a catholic healthcare system sponsored by the public juridic person, catholic health care federation (chcf").”

“Dignity health, as the sole corporate member, ratifies the selection of members and the dignity health board approves new board members of the foundation.”

“Reserved rights of the corporate member include adoption of mission and philosophy statements, amendment or restatement of articles of incorporation and bylaws, dissolution of the corporation, acquisition of another corporation, creation of a new subsidiary, merger or consolidation with another corporation, participation as a general or limited partner in any venture, incurring long-term indebtedness in excess of normal operating requirements, ratification of board member appointments and dismissals, selection and removal of independent auditors, and transactions outside the ordinary course of business.”

“The finance and accounting departments worked closely with the commonspirit tax team to review the preparation of the form 990. Subsequent to filing with the internal revenue service, the cfo notified the finance committee of the foundation and the foundation board the completion and submission of the form 990.”

“The foundation 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 compensation, compensation levels for the foundation's top management official were established by the related organization, commonspirit. Commonspirit's board of stewardship trustees appoints a human resources and compensation committee, comprised of independent directors, who are accountable for setting reasonable compensation packages for the top management officials. 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 executives. 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.”

“One or more of the individuals who provide services to the organization as officers or directors are members of a religious congregation. Since all such sisters are subject to vows of poverty, fair market value compensation for their services is paid directly or indirectly to the religious congregation of which they are a member. The non-taxable benefits are paid on behalf of the order. The supported organization does not compensate s. Andersen, w. Chung, md, b. Lebed, md, j. Brooks, c. Cova, b. Finley, d. Nicklas and m. Richardson for their services as board members or officers. The compensation reported represents compensation as an employee or for physician services for the related organization.”

“The organization does not have employees. As a supporting organization, the foundation operates for the benefit of the hospital and utilizes the employees of that hospital. The proportionate salaries and benefits for these individuals are allocated to the foundation. The salaries of these employees are included in the hospital entity's form w-3 and federal employment tax returns.”

“Admin services: program service expenses 0. Management and general expenses 680,074. Fundraising expenses 26,251. Total expenses 706,325. Professional fees: program service expenses 0. Management and general expenses 6,200. Fundraising expenses 239. Total expenses 6,439. Framing/graphic design/signage: program service expenses 0. Management and general expenses 14,727. Fundraising expenses 568. Total expenses 15,295. Photography: program service expenses 0. Management and general expenses 5,560. Fundraising expenses 215. Total expenses 5,775. Indirect fundraising expense: program service expenses 0. Management and general expenses 5,689. Fundraising expenses 220. Total expenses 5,909. Catering: program service expenses 0. Management and general expenses 3,319. Fundraising expenses 128. Total expenses 3,447. Other purchased services: program service expenses 0. Management and general expenses 5,215. Fundraising expenses 201. Total expenses 5,416.”

“Adjustment to py pledge/write-offs -67,765.”