Department of the Treasury Internal Revenue Service
Public Charity Status and Public Support
Complete if the organization is a section 501(c)(3) organization or a section
4947(a)(1) nonexempt charitable trust.
Attach to Form 990 or Form 990-EZ. See separate instructions.
OMB No. 1545-0047
2010
Open to Public Inspection
Name of the organization
ST ELIZABETH MEDICAL CENTER
Employer identification number
15-0532245
Part I
Reason for Public Charity Status
(All organizations must complete this part.) See instructions
The organization is not a private foundation because it is: (For lines 1 through 11, check only one box.)
1
2
3
4
5
section 170(b)(1)(A)(iv). (Complete Part II.)
6
7
8
9
receipts from activities related to its exempt functions—subject to certain exceptions, and (2) no more than 331/3% of
its support from gross investment income and unrelated business taxable income (less section 511 tax) from businesses
acquired by the organization after June 30, 1975. See section 509(a)(2). (Complete Part III.)
10
11
e
By checking this box, I certify that the organization is not controlled directly or indirectly by one or more disqualified persons other than foundation managers and other than one or more publicly supported organizations described in section 509(a)(1) or section 509(a)(2).
f
If the organization received a written determination from the IRS that it is a Type I, Type II or Type III supporting organization, check this box
..................................................
g
Since August 17, 2006, has the organization accepted any gift or contribution from any of the following persons?
(i) a person who directly or indirectly controls, either alone or together with persons described in (ii)
Yes
No
and (iii) below, the governing body of the the supported organization?
................
11g(i)
No
(ii)
a family member of a person described in (i) above?
......................
11g(ii)
No
(iii)
a 35% controlled entity of a person described in (i) or (ii) above?
................
11g(iii)
No
h
Provide the following information about the supported organization(s).
(i) Name of supported organization
(ii) EIN
(iii) Type of organization (described on lines 1- 9 above or IRC section (see instructions))
(iv) Is the organization in col. (i) listed in your governing document?
(v) Did you notify the organization in col. (i) of your support?
(vi) Is the organization in col. (i) organized in the U.S.?
(vii) Amount of support?
Yes
No
Yes
No
Yes
No
Total
For Paperwork Reduction Act Notice, see the Instructions for Form 990.
Cat. No. 11285F
Schedule A (Form 990 or 990-EZ) 2010
Schedule A (Form 990 or 990-EZ) 2010
Page 2
Part II
Support Schedule for Organizations Described in IRC 170(b)(1)(A)(iv) and 170(b)(1)(A)(vi) (Complete only if you checked the box on line 5, 7, or 8 of Part I or if the
organization failed to qualify under Part III. If the organization fails to
qualify under the tests listed below, please complete Part III.)
Section A. Public Support
Calendar year(or fiscal year beginning in)
(a) 2006
(b) 2007
(c) 2008
(d) 2009
(e) 2010
(f) Total
1
Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") ....
2
Tax revenues levied for the organization's benefit and either paid to or expended on its behalf.......
3
The value of services or facilities furnished by a governmental unit to the organization without charge..
4
Total. Add lines 1 through 3..
5
The portion of total contributions by each person (other than a governmental unit or publicly supported organization) included
on line 1 that exceeds 2% of the amount shown on line 11, column (f)..
6
Public Support. Subtract line 5 from line 4.
Section B. Total Support
Calendar year(or fiscal year beginning in)
(a) 2006
(b) 2007
(c) 2008
(d) 2009
(e) 2010
(f) Total
7
Amounts from line 4..
8
Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..
9
Net income from unrelated business activities, whether or not the business is regularly carried on..
10
Other income. (Explain in Part IV.) Do not include gain or loss from the sale of capital assets..
11
Total support (Add lines 7 through 10).
12
Gross receipts from related activities, etc. (See instructions.)
..................
12
13
First Five Years
If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a 501(c)(3) organization,
check this box and stop here..........................................
Section C. Computation of Public Support Percentage
14
Public Support Percentage for 2010 (line 6 column (f) divided by line 11 column (f))
.........
14
15
Public Support Percentage for 2009 Schedule A, Part II, line 14
...............
15
16a
33 1/3% support test—2010.
If the organization did not check the box on line 13, and line 14 is 33 1/3% or more, check this box
and stop here. The organization qualifies as a publicly supported organization
......................
b
33 1/3% support test—2009.
If the organization did not check the box on line 13 or 16a, and line 15 is 33 1/3% or more, check this
box and stop here. The organization qualifies as a publicly supported organization
.....................
17a
10%-facts-and-circumstances test—2010.
If the organization did not check a box on line 13, 16a, or 16b and line 14
is 10% or more, and if the organization meets the "facts and circumstances" test, check this box and stop here. Explain
in Part IV how the organization meets the "facts and circumstances" test. The organization qualifies as a publicly supported
organization
..................................................
b
10%-facts-and-circumstances test—2009.
If the organization did not check a box on line 13, 16a, 16b, or 17a and line
15 is 10% or more, and if the organization meets the "facts and circumstances" test, check this box and stop here.
Explain in Part IV how the organization meets the "facts and circumstances" test. The organization qualifies as a publicly supported organization
..............................................
18
Private Foundation
If the organization did not check a box on line 13, 16a, 16b, 17a or 17b, check this box and see
instructions
...................................................
Schedule A (Form 990 or 990-EZ) 2010
Schedule A (Form 990 or 990-EZ) 2010
Page 3
Part III
Support Schedule for Organizations Described in IRC 509(a)(2) (Complete only if you checked the box on line 9 of Part I or if the organization
failed to qualify under Part II. If the organization fails to qualify under
the tests listed below, please complete Part II.)
Section A. Public Support
Calendar year(or fiscal year beginning in)
(a) 2006
(b) 2007
(c) 2008
(d) 2009
(e) 2010
(f) Total
1
Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") .
2
Gross receipts from admissions, merchandise sold or services performed, or facilities furnished in any activity that is related to the organization's tax-exempt purpose......
3
Gross receipts from activities that are not an unrelated trade or business under section 513..
4
Tax revenues levied for the organization's benefit and either paid to or expended on its behalf...
5
The value of services or facilities furnished by a governmental unit to the organization without charge..
6
Total. Add lines 1 through 5.
7a
Amounts included on lines 1, 2, and 3 received from disqualified persons...
b
Amounts included on lines 2 and 3 received from other than disqualified persons that exceed the greater of $5,000 or 1% of the amount on line 13 for the year.
c
Add lines 7a and 7b..
8
Public Support (Subtract line 7c from line 6.)
Section B. Total Support
Calendar year (or fiscal year beginning in)
(a) 2006
(b) 2007
(c) 2008
(d) 2009
(e) 2010
(f) Total
9
Amounts from line 6...
10a
Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..
b
Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975.
c
Add lines 10a and 10b.
11
Net income from unrelated business activities not included in line 10b, whether or not the business is regularly carried on.
12
Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.)
13
Total support (Add lines 9, 10c, 11 and 12.).
14
First Five Years
If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a 501(c)(3) organization,
check this box and stop here.............................................
Section C. Computation of Public Support Percentage
15
Public Support Percentage for 2010 (line 8 column (f) divided by line 13 column (f))
.........
15
16
Public support percentage from 2009 Schedule A, Part III, line 15
...............
16
Section D. Computation of Investment Income Percentage
17
Investment income percentage for 2010 (line 10c column (f) divided by line 13 column (f))
......
17
18
Investment income percentage from 2009 Schedule A, Part III, line 17
.............
18
19a
33 1/3% support tests—2010.
If the organization did not check the box on line 14, and line 15 is more than 33 1/3% and line 17 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization
..........
b
33 1/3% support tests—2009.
If the organization did not check a box on line 14 or line 19a, and line 16 is more than 33 1/3% and line 18 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization
....
20
Private Foundation
If the organization did not check a box on line 14, 19a or 19b, check this box and see instructions
.....
Schedule A (Form 990 or 990-EZ) 2010
Schedule A (Form 990 or 990-EZ) 2010
Page 4
Part IV
Supplemental Information.
Supplemental Information. Complete this part to provide the explanation required by Part II, line 10; Part II, line 17a or 17b; or Part III, line 12. Also complete this part for any additional information. (See instructions).
Facts And Circumstances Test
Explanation
Schedule A (Form 990 or 990-EZ) 2010
Additional Data
Software ID:
Software Version:
-
TIN:
SCHEDULE O (Form 990 or 990-EZ)
Department of the Treasury Internal Revenue Service
Supplemental Information to Form 990 or 990-EZ
Complete to provide information for responses to specific questions on
Form 990 or to provide any additional information.
Attach to Form 990 or 990-EZ.
OMB No. 1545-0047
2010
Open to Public Inspection
Name of the organization
ST ELIZABETH MEDICAL CENTER
Employer identification number
15-0532245
Identifier
Return Reference
Explanation
ORGANIZATION MEMBER
PART VI, SECTION A, LINE 6-7B
RESERVED POWERS TO THE MOTHERHOUSE OF THE SISTERS OF THE THIRD FRANCISCAN ORDER THE FOLLOWING POWERS SHALL BE RESERVED TO THE CORPORATE MEMBER TO EXERCISE AND SHALL BE REFERRED TO AS RESERVED POWERS: A. TO CHANGE THE PHILOSOPHY, MISSION, AND PURPOSE OF THE CORPORATION. B. TO ADOPT AND/OR AMEND THE CERTIFICATE OF INCORPORATION. C. TO ADOPT AND/OR AMEND THE BYLAWS. D. TO ELECT THE BOARD OF TRUSTEES AND TO REMOVE BOARD MEMBERS WITH OR WITHOUT CAUSE. E. TO APPOINT THE PRESIDENT AND THE CHIEF EXECUTIVE OFFICER OF THE CORPORATION. F. TO APPROVE THE PURCHASE, SALE, LEASE, MORTGAGE OF REAL PROPERTY; TO APPROVE THE PURCHASE, SALE, OR GIFT OF CAPITAL ASSETS. G. TO APPROVE THE MERGER, CONSOLIDATION, OR AFFILIATION OF THE CORPORATION WITH ANOTHER CORPORATION, ORGANIZATION, OR PROGRAM. H. TO APPROVE THE DISSOLUTION OF THE CORPORATION AND DISPOSITION OF ASSETS.
FORM 990 REVIEW PROCESS
PART VI, SECTION B, LINE 11
INFORMATION IS GATHERED FROM THE ACCOUNTING AND PAYROLL DEPARTMENTS, WHICH IS USED BY THE STAFF ACCOUNTANT TO PREPARE WORKSHEETS USED TO POPULATE THE FORM 990. MEMBERS OF AN EXTERNAL AUDIT AND TAX FIRM (CURRENTLY KPMG LLP) INITIALLY DISCUSS, PREPARE AND REVIEW THE RETURN WITH THE STAFF ACCOUNTANT. THE SEMC MANAGEMENT TEAM REVIEWS THE DRAFT AND HAS THE OPPORTUNITY TO ASK QUESTIONS AND DISCUSS THE RETURN WITH KPMG TAX STAFF. AFTER THE MANAGEMENT TEAM'S APPROVAL, THE FORM 990 IS DISTRIBUTED TO THE GOVERNING BODY FOR THEIR REVIEW AND COMMENT PRIOR TO THE FILING OF THE FORM.
CONFLICT OF INTEREST POLICY
PART VI, SECTION B, LINE 12C
FIRST, EACH BOARD OF TRUSTEE MEMBER, THE PRESIDENT/CEO, CHIEF OPERATING OF OFFICER, AND EACH VICE PRESIDENT COMPLETE AN ANNUAL CONFLICT OF INTEREST QUESTIONNAIRE. THE RESULTS OF THE QUESTIONNAIRE ARE REVIEWED BY THE AUDIT COMMITTEE OF THE BOARD OF TRUSTEES WHICH IDENTIFIES ANY POTENTIAL CONFLICTS. AS PART OF THE POLICY, BOARD MEMBERS THAT HAVE A CONFLICT ARE UNABLE TO VOTE WHEN A SUBJECT THAT THEY HAVE A CONFLICT OF INTEREST IN COMES UP FOR A VOTE AT A BOARD MEETING. BOARD MEMBERS ARE NOT ALLOWED TO BE INVOLVED IN THE DISCUSSIONS RELATED TO THE ISSUE OTHER THAN TO MAKE A BRIEF COMMENT. STARTING IN SEPTEMBER OF 2010, THE MEDICAL CENTER BEGAN TO REQUIRE ALL DEPARTMENT MANAGERS TO COMPLETE A ONE PAGE CONFLICT OF INTEREST QUESTIONNAIRE ON AN ANNUAL BASIS. ALSO STARTING IN SEPTEMBER OF 2010, ALL MEMBERS OF THE MEDICAL STAFF ARE REQUIRED TO COMPLETE A ONE PAGE CONFLICT OF INTEREST QUESTIONNAIRE ONCE EVERY TWO YEARS, AS PART OF THE CREDENTIALING PROCESS. FOR ALL OTHER EMPLOYEES, A POLICY IS IN PLACE AS PART OF THE COMPLIANCE PLAN THAT REQUIRES EMPLOYEES TO DISCLOSE ANY CONFLICT OF INTEREST TO THEIR SUPERVISOR. THE SUPERVISOR IS THEN REQUIRED TO DISCLOSE THE INFORMATION TO THE COMPLIANCE OFFICER. BOARD MEMBERS OF SUBSIDIARIES ARE ALSO REQUIRED TO COMPLETE CONFLICT OF INTEREST QUESTIONNAIRES.
COMPENSATION POLICY
PART VI, SECTION B, LINE 15
ST. ELIZABETH MEDICAL CENTER (SEMC) RECOGNIZES THAT STRONG AND EFFECTIVE EXECUTIVE LEADERSHIP IS NEEDED TO ACHIEVE ITS MISSION AND TO SERVE ITS COMMUNITY EFFECTIVELY. 1. THE CHAIRMAN OF THE BOARD OF TRUSTEES WILL APPOINT AN EXECUTIVE COMPENSATION COMMITTEE WHICH IS RESPONSIBLE FOR THE REVIEW AND APPROVAL OF ALL FORMS OF COMPENSATION BENEFITS PROVIDED TO THE PRESIDENT AND CEO OF THE MEDICAL CENTER. 2. IN ORDER TO RECRUIT AND RETAIN THE QUALITY OF LEADERSHIP NECESSARY IN A PRESIDENT AND CEO, SEMC WILL TARGET ITS TOTAL COMPENSATION PROGRAM FOR THE PRESIDENT AND CEO BY COMPARING SAME WITH SIMILARLY SIZED COMMUNITY HOSPITALS IN THE NORTHEASTERN UNITED STATES. 3. THE CEO SALARY RANGE WILL BE SET WITHIN THE RANGE FROM THOSE COMPARABLES. THE RANGE WILL BE REVIEWED PERIODICALLY AND ADJUSTMENTS WILL BE MADE WHEN MARKET CONDITIONS WARRANT AND WHEN FINANCIAL PERFORMANCE OF THE MEDICAL CENTER ALLOWS. ANY ADJUSTMENT IN CEO SALARY WILL BE BASED ON THE PARTICULAR EXECUTIVE'S EXPERIENCE, PERFORMANCE, AND CONTRIBUTION TO SEMC, AS WELL AS ON THE COMPETITIVENESS OF THE EXECUTIVE'S SALARY WITHIN THE PEER GROUP. 4. SEMC'S CEO TOTAL COMPENSATION PROGRAM ALSO EMPHASIZES AND REWARDS OUTSTANDING PERFORMANCE THROUGH INCENTIVE AWARD OPPORTUNITIES. 5. THE EXECUTIVE COMPENSATION COMMITTEE WILL ANNUALLY REVIEW THE PRESIDENT AND CEO'S PERFORMANCE BASED UPON OBJECTIVE CRITERIA AND SUBJECTIVE CRITERIA IN AWARDING ANY ANNUAL INCENTIVE. THE COMMITTEE WILL CONSIDER VARIOUS FACTORS INCLUDING, BUT NOT LIMITED TO MEETING PREVIOUSLY APPROVED ANNUAL GOALS, THE OVERALL FINANCIAL PERFORMANCE OF THE MEDICAL CENTER, PATIENT SATISFACTION, QUALITY CARE INDICATORS, BOTH PUBLISHED AND NON-PUBLISHED, AND RESPONSE TO ANY OTHER UNUSUAL OR EXTRAORDINARY CIRCUMSTANCES OCCURRING DURING THE YEAR. THE PAYMENT OF THE INCENTIVE AWARD TO THE EXECUTIVE IS COMPLETELY CONTINGENT ON THE JUDGMENT OF THE COMPENSATION COMMITTEE AS TO THE EXECUTIVE ACHIEVING PRE-ESTABLISHED GOALS AND TARGETS. IN ADDITION, THE POOL OF MONEY AVAILABLE FOR THE INCENTIVE IS ALSO CONTINGENT AND CONDITIONAL ON THE FINANCIAL PERFORMANCE OF THE MEDICAL CENTER. 6. THE EXECUTIVE COMPENSATION COMMITTEE MAY ALSO ESTABLISH AN ANNUAL INCENTIVE COMPENSATION POOL FOR THE VICE PRESIDENTS. WHEN THIS OCCURS, IT IS EXPECTED THAT THE CEO WILL INCLUDE A TEAM COMPONENT, AS WELL AS AN INDIVIDUAL COMPONENT, TO BE CONSIDERED WHEN DISTRIBUTING THIS POOL TO THE SENIOR LEADERSHIP TEAM. 7. THE COMPENSATION COMMITTEE SHALL ALSO REVIEW THE CEO'S PARTICIPATION AND LEADERSHIP IN COMMUNITY AND PROFESSIONAL ORGANIZATIONS ON WHICH THE EXECUTIVE SERVES. SEMC VALUES THE EXECUTIVE'S PARTICIPATING IN COMMUNITY AND PROFESSIONAL ORGANIZATIONS BUT ALSO RECOGNIZES THAT THE RESPONSIBILITIES TO SEMC MUST BE HIS/HER FIRST PRIORITY. 8. SEMC RECOGNIZES ITS RESPONSIBILITY TO ENSURE THAT ITS EXECUTIVE COMPENSATION PROGRAM IS APPROPRIATE IN VIEW OF ITS STATUS AS A NOT-FOR-PROFIT COMMUNITY HOSPITAL AND IN ACCORDANCE WITH ITS TAX-EXEMPT STATUS, AND THAT ITS COMPENSATION AND BENEFITS ARE REASONABLE AND NOT EXCESSIVE. TO THAT END, SEMC AND THE COMMITTEE WILL REVIEW AND APPROVE ALL FORMS OF EXECUTIVE COMPENSATION AND BENEFITS IN A MANNER NECESSARY TO QUALIFY FOR THE "REBUTTABLE PRESUMPTION OF REASONABLENESS" UNDER THE INTERMEDIATE SANCTION RULES OF SECTION 4958 OF THE INTERNAL REVENUE CODE. 9. THE COMPENSATION COMMITTEE SHALL ENSURE THAT ALL ELEMENTS OF COMPENSATION AND BENEFITS PROVIDED TO EXECUTIVES OF SEMC ARE DISCLOSED A) TO THE FULL BOARD ON A REGULAR BASIS, AND B) ON IRS FORM 990 TO THE EXTENT REQUIRED BY LAW.
PUBLIC DISCLOSURE
PART VI, SECTION C, LINE 19
THE GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS ARE AVAILABLE UPON REQUEST. THE ORGANIZATION'S FORM 990 IS POSTED ON WWW.GUIDESTAR.ORG.
BOARD MEMBER COMPENSATION
PART VII, SECTION A, LINE 1A
ST. ELIZABETH MEDICAL CENTER DOES NOT COMPENSATE THE BOARD OF TRUSTEES FOR THEIR SERVICES AS BOARD MEMBERS. THE COMPENSATION PAID TO ERIC YOSS, MD WAS FOR PHYSICIAN SERVICES RENDERED.
OTHER CHANGES IN NET ASSETS
PART XI, LINE 5
PENSION RELATED CHANGES (260,324) NET DECREASE IN FOUNDATION ASSETS (322,749) UNREALIZED GAIN 232,889 TOTAL (350,184)
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.