St. Vincent Foundation

“During the June 30, 2016 fiscal year, the organization amended its governing documents to reflect language indicative of the Health Systems change from religious corporations to public benefit corporations under the California Nonprofit Corporation Law. In addition, the organization made changes to its Bylaws as follows: (1) changes to the composition of its Board of Directors; (2) provided that SVMC, as the sole corporate member of the organization, has the authority to appoint and remove the chief executive officer of the organization; (3) included restrictions on transactions with interested directors; and (4) provided that directors may receive reasonable compensation determined by SVMC.”

“St. Vincent Foundation ("The Foundation") has one member, St. Vincent Medical Center ("SVMC"), a California nonprofit corporation.”

“The organization's sole member, SVMC, has the power to fix the number and appoint and remove the Trustees of The Foundation.”

“As the sole member of The Foundation, SVMC has the power to take or approve the following actions as it relates to The Foundation: (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 Trustees 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 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 and procedures concerning finance and resources; (11) establish criteria for the long-range financial and strategic plans of the Corporation; (12) establish an internal auditing program and approve any material element of the internal auditing program; (13) approve capital expenditures; (14) approve the transfer of funds, by gift or loan, between this Corporation and one or more other Affiliates of Verity health System; and (15) 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.”

“The organizations independent tax preparers and the organizations 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 of the Form 990 is distributed to the organizations Board of Directors for review.”

“Verity Health System of California, Inc. ("VHS") 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 & CEOs of the indiviudal hospitals within the health system report the conflict of interest findings and resolutions to their respective Board of Directors. This policy is reviewed annually for compliance by VHS's Corporate Responsibility Officer.”

“The Foundation does not have employees; all compensated individuals are compensated by related organizations. As such, these questions have been answered "no" as mandated by the Form 990 instructions.”

“The audited financial statements 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.”

“The other changes in net assets consists of a change in beneficial interest of a charitable trust of $7,168.”