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 JOSEPH PHYSICIAN ENTERPRISE INC
Employer identification number
52-1311775
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
(1)
ST JOSEPH MEDICAL CENTER INC
520591461
3
Yes
No
No
0
Total
0
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:
10000128
Software Version:
v2010.1.0
-
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 JOSEPH PHYSICIAN ENTERPRISE INC
Employer identification number
52-1311775
Identifier
Return Reference
Explanation
Classes of members or stockholders
Form 990, Part VI, Section A, Line 6
ACCORDING TO THE BYLAWS OF ST JOSEPH PHYSICIAN ENTERPRISE, INC., THE ENTITY'S SOLE MEMBER IS CATHOLIC HEALTH INITIATIVES, A COLORADO NONPROFIT CORPORATION.
Members or stockholders electing members of governing body
Form 990, Part VI, Section A, Line 7a
THE ORGANIZATION'S CORPORATE MEMBER HAS THE POWER TO APPOINT, REMOVE OR REPLACE THE MEMBERS OF THE BOARD OF DIRECTORS. ACCORDING TO THE ORGANIZATION'S BYLAWS, THE SOLE MEMBER SHALL FILL ALL VACANCIES ON THE BOARD OF TRUSTEES CREATED BY REMOVAL, RESIGNATION, OR DEATH; PROVIDED HOWEVER, THAT FOLLOWING SUCH ACTION, NO MORE THAN FORTY NINE PERCENT OF TOTAL MEMBERS OF THE BOARD OF TRUSTEES SHALL BE COMPRISED OF THE CEO OF THE CORPORATION AND THE PHYSICIAN MEMBERS.
Decisions requiring approval by members or stockholders
Form 990, Part VI, Section A, Line 7b
THE ORGANIZATION'S CORPORATE MEMBER IS CATHOLIC HEALTH INITIATIVES ("CHI"). PURSUANT TO SECTION 5.1 OF THE ORGANIZATION'S BYLAWS, THE CORPORATE MEMBER SHALL HAVE THE SPECIFIC RIGHTS SET FORTH IN THE GOVERNANCE MATRIX. PURSUANT TO THE GOVERNANCE MATRIX THE FOLLOWING RIGHTS ARE RESERVED TO THE CHI BOARD DIRECTLY OR THROUGH POWERS DELEGATED TO THE CHI CHIEF EXECUTIVE OFFICER: - SUBSTANTIAL CHANGE IN THE MISSION OR PHILOSOPHY OF ST. JOSEPH - PHYSICIAN ENTERPRISE, INC. - AMENDMENT OF THE CORPORATE DOCUMENTS OF ST. JOSEPH PHYSICIAN ENTERPRISE, INC. - APPROVE MEMBERS OF THE ST. JOSEPH PHYSICIAN ENTERPRISE, INC. BOARD - REMOVAL OF A MEMBER OF THE GOVERNING BODY OF ST. JOSEPH PHYSICIAN ENTERPRISE, INC. - APPROVAL OF ISSUANCE OF DEBT BY ST. JOSEPH PHYSICIAN ENTERPRISE, INC. - APPROVAL OF PARTICIPATION OF ST. JOSEPH PHYSICIAN ENTERPRISE, INC. IN A JOINT VENTURE -APPROVAL OF FORMATION OF A NEW CORPORATION BY ST. JOSEPH PHYSICIAN ENTERPRISE, INC. - APPROVAL OF A MERGER INVOLVING ST. JOSEPH PHYSICIAN ENTERPRISE, INC. - APPROVAL OF THE SALE OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF THE ST. JOSEPH PHYSICIAN ENTERPRISE, INC. - TO REQUIRE THE TRANSFER OF ASSETS BY ST. JOSEPH PHYSICIAN ENTERPRISE, INC. TO CHI TO ACCOMPLISH CHI'S GOALS AND OBJECTIVES, AND TO SATISFY CHI DEBTS. - ADOPTION OF LONG RANGE AND STRATEGIC PLANS FOR ST. JOSEPH PHYSICIAN ENTERPRISE, INC.. PURSUANT TO SECTION 5.5.2 OF THE ORGANIZATION'S BYLAWS, CHI MAY, IN EXERCISE OF ITS APPROVAL POWERS, GRANT OR WITHHOLD APPROVAL IN WHOLE OR IN PART, OR MAY, IN ITS COMPLETE DISCRETION, AFTER CONSULTATION WITH THE BOARD AND THE PRESIDENT AND CHIEF EXECUTIVE OFFICER OF THE ORGANIZATION, RECOMMEND SUCH OTHER OR DIFFERENT ACTIONS AS IT DEEMS APPROPRIATE.
Review of form 990 by governing body
Form 990, Part VI, Section B, Line 11a
THE CFO REVIEWS THE 990 AND REQUESTS THAT STAFF TIE OUT THE NUMBERS TO THE AUDITED FINANCIAL STATEMENTS. IN ADDITION, THE CFO REVIEWS ALL QUESTIONS AND ANSWERS, ALL SUPPORTING SCHEDULES AND DOCUMENTATION. THE CFO UTILIZES THE FINANCE COMMITTEE FOR A HIGH LEVEL REVIEW AND UNDERSTANDING OF THE SUBMISSION, BEFORE SUBMITTING THE FORM 990 TO THE BOARD. SUBSEQUENTLY, THE TAX DEPARTMENT FILES THE RETURN WITH THE APPROPRIATE FEDERAL AGENCIES, MAKING ANY NON-SUBSTANTIVE CHANGES NECESSARY TO EFFECT E-FILING. ANY SUCH CHANGES ARE NOT RE-SUBMITTED.
Conflict of interest policy
Form 990, Part VI, Section B, Line 12c
ANNUAL DISCLOSURE FORMS ARE REQUIRED TO BE COMPLETED BY EMPLOYED PHYSICIANS, EXECUTIVES AND DIRECTORS OF THE ORGANIZATION. AT THE TIME OF THE EMPLOYEE'S ANNUAL EVALUATION, THE EMPLOYEE'S DIRECT MANAGER OR SUPERVISOR SHALL REVIEW THIS POLICY WITH THE EMPLOYEE. A NEW FORM SHOULD BE COMPLETED ON AN ANNUAL BASIS. THE FORMS ARE REVIEWED BY THE VP OF HR AND CRO. THE FOLLOWING ACTIONS MAY BE TAKEN AGAINST EMPLOYEES WITH CONFLICTS: 1) ASKING THE EMPLOYEE TO DIVEST THEMSELVES OF OWNERSHIP, INTEREST, OR STOCK IN THE OTHER ENTITY; 2) REASSIGNING THE EMPLOYEE TO A DIFFERENT POSITION; AND 3) HAVING THE EMPLOYEE ABSTAIN FROM MAKING A DECISION RELATED TO THE CONFLICTING ENTITY. THE DIVISIONAL VICE PRESIDENT, AND THE VP OF HUMAN RESOURCES OF A RELATED ORGANIZATION, ST. JOSEPH MEDICAL CENTER, WILL IMPLEMENT THE REQUIRED ACTIONS. A RANDOM SAMPLE OF EMPLOYEE FILES WILL BE REVIEWED ANNUALLY TO ENSURE COMPLIANCE WITH THIS POLICY IMPLEMENT THE REQUIRED ACTIONS.
Process used to establish compensation of top management official
Form 990, Part VI, Section B, Line 15a
THE ORGANIZATION'S CEO'S COMPENSATION IS PAID BY CHI. CHI HAS A DEFINED COMPENSATION PHILOSOPHY. BOTH THE EXECUTIVE AND NON-EXECUTIVE COMPENSATION STRUCTURES AND RANGES ARE REVIEWED ANNUALLY IN COMPARISON TO MARKET DATA. CHI USES THE HAY GROUP AS THE INDEPENDENT THIRD PARTY TO ASSESS EXECUTIVE COMPENSATION PROGRAMS AND TO ENSURE THE REASONABLENESS OF ACTUAL SALARIES AND TOTAL COMPENSATION PACKAGES. COMPENSATION OF THE SENIOR MOST EXECUTIVES IS REVIEWED ANNUALLY. THE HAY GROUP REVIEWS BOTH CASH AND TOTAL COMPENSATION FOR OVERALL REASONABLENESS, FOR ADHERENCE TO CHI'S COMPENSATION PHILOSOPHY, AND FOR COMPARABILITY TO THE NOT-FOR-PROFIT HEALTHCARE MARKET. THIS INDEPENDENT REVIEW IS DELIVERED BY HAY GROUP TO THE HR COMMITTEE OF THE CHI BOARD OF STEWARDSHIP TRUSTEES ANNUALLY AT THEIR SEPTEMBER MEETING AND MINUTES ARE SHARED WITH THE FULL BOARD AT THE DECEMBER MEETING. THE LAST REVIEW WAS SEPTEMBER, 2011. IN ADDITION, IN DECEMBER 2009, HAY GROUP COMPLETED A COMPREHENSIVE REVIEW OF ALL POSITIONS AT THE LEVEL OF VICE PRESIDENT AND ABOVE TO DETERMINE AND VALIDATE APPROPRIATE COMPENSATION LEVELS.
Process used to establish compensation of other officers/key employees
Form 990, Part VI, Section B, Line 15b
THE ORGANIZATION USES A THIRD-PARTY CONSULTANT TO SURVEY COMPENSATION TRENDS ANNUALLY AND RECOMMEND COMPENSATION RANGES FOR EXECUTIVE MANAGEMENT OFFICIALS. THESE RECOMMENDATIONS ARE PRESENTED TO THE BOARD FOR FINAL DETERMINATION AND APPROVAL. THE SALARIES ARE COMPARED TO INDUSTRY STANDARDS AND GUIDELINES FOR APPROPRIATENESS.
Public Disclosure
Form 990, Part VI, Section C, Line 19
THE ORGANIZATION'S FINANCIAL STATEMENTS ARE INCLUDED IN CATHOLIC HEALTH INITIATIVES' CONSOLIDATED AUDITED FINANCIAL STATEMENTS THAT ARE AVAILABLE AT WWW.CATHOLICHEALTHINIT.ORG OR AT WWW.DACBOND.COM. IN ADDITION, THE STATE OF MARYLAND HEALTH SERVICES COST REVIEW COMMISSION WILL MAKE THE STATEMENTS AVAILABLE. THE ORGANIZATION'S CONFLICT OF INTEREST POLICY AND GOVERNING DOCUMENTS ARE NOT PUBLICLY AVAILABLE.
WHISTLEBLOWER POLICY
FORM 990, PART VI, SECTION B, LINE 13
THE WHISTLEBLOWER POLICY FOR CATHOLIC HEALTH INITIATIVES HAS NOT BEEN FORMALLY ADOPTED BY THE BOARD OF DIRECTORS. HOWEVER, CHI'S POSITION REGARDING WHISTLEBLOWERS IS CONTAINED IN THE "OUR VALUES AND ETHICS AT WORK REFERENCE GUIDE." THE WHISTLEBLOWER PROCESS IN THE REFERENCE GUIDE READS AS FOLLOWS: "RIGHTS OF EMPLOYEES, CONTRACTORS AND AGENTS TO BE PROTECTED AS WHISTLEBLOWERS UNDER THE FALSE CLAIMS ACT - FEDERAL AND MANY STATE FALSE CLAIMS ACTS PROTECT EMPLOYEES FROM RETALIATION IF THEY, IN GOOD FAITH, REPORT FRAUD. EMPLOYEES ARE PROTECTED AGAINST RETALIATION SUCH AS BEING FIRED, DEMOTED, THREATENED OR HARASSED AS A RESULT OF FILING A FALSE CLAIMS ACT LAWSUIT. AN EMPLOYEE WHO SUFFERS RETALIATION CAN SUE, MAY RECEIVE UP TO TWICE HIS/HER BACK PAY, PLUS INTEREST; REINSTATEMENT AT THE SENIORITY LEVEL THEY WOULD HAVE HAD IF NOT FOR THE RETALIATION; AND COMPENSATION FOR COSTS OR DAMAGES. AMENDMENTS TO THE FEDERAL FALSE CLAIMS ACT IN 2009 EXTEND WHISTLEBLOWER PROTECTIONS BEYOND EMPLOYEES BY ALSO SAFEGUARDING CONTRACTORS AND AGENTS FROM RETALIATION FOR INVESTIGATING OR PREVENTING A POTENTIAL FALSE CLAIM."
DOCUMENT RETENTION AND DESTRUCTION POLICY
FORM 990, PART VI, SECTION B, LINE 14
THE DOCUMENT RETENTION AND DESTRUCTION POLICY IS MORE OF AN OPERATIONAL POLICY. THESE TYPE OF POLICIES USUALLY DO NOT GO TO THE BOARD OF DIRECTORS (BOD). THIS HAS NOT BEEN APPROVED BY THE BOD.
ESTIMATE OF HOURS DEVOTED TO RALATED ORGANIZATIONS
FORM 990, PART VII
TOLMIE AND NORMAN WERE BOTH CEO'S PAID BY CHI. THEIR CEO DUTIES WERE SPLIT BETWEEN THE THREE FOLLOWING ORGANIZATIONS: ST. JOSEPH MEDICAL CENTER, INC AT 75%, ST. JOSEPH PHYSICIAN ENTERPRISE, INC. AT 20% AND ST. JOSEPH MEDICAL CENTER FOUNDATION, INC. AT 5%.
Other changes in net assets or fund balances
Form 990, Part XI, Line 5
ASSETS RELEASED FROM RESTRICTION - 5782;
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.