Attach to Form 990 or Form 990-EZ.
See separate instructions.| (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 monetary support | |||
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| Yes | No | Yes | No | Yes | No | ||||
| Total | |||||||||
Calendar year (or fiscal year beginning in) ![]() |
(a) 2008 | (b) 2009 | (c) 2010 | (d) 2011 | (e) 2012 | (f) Total | |
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| 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. | ||||||
Calendar year
(or fiscal year beginning in) ![]() |
(a) 2008 | (b) 2009 | (c) 2010 | (d) 2011 | (e) 2012 | (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. Do not include gain or loss from the sale of capital assets (Explain in Part IV.).. | ||||||
| 11 | Total support (Add lines 7 through 10). | ||||||






Calendar year (or fiscal year beginning in) ![]() |
(a) 2008 | (b) 2009 | (c) 2010 | (d) 2011 | (e) 2012 | (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.) | ||||||
Calendar year (or fiscal year beginning in) ![]() |
(a) 2008 | (b) 2009 | (c) 2010 | (d) 2011 | (e) 2012 | (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.).. | ||||||




| Facts And Circumstances Test |
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Attach to Form 990 or 990-EZ.| Identifier | Return Reference | Explanation |
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| EXEMPT PURPOSE ACHIEVEMENTS | FORM 990, PART III, LINES 4A - 4D | ST JOSEPH HOSPITAL (ESJH) IS OWNED BY SISTERS OF CHARITY OF LEAVENWORTH HEALTH SYSTEM (SCLHS). EXEMPLA HEALTHCARE (EXEMPLA) IS A HEALTH CARE DELIVERY SYSTEM FORMED ON JANUARY 1, 1998, BY A JOINT OPERATING AGREEMENT AMONG SCLHS, ESJH, LMC COMMUNITY FOUNDATION (CURRENTLY COMMUNITY FIRST FOUNDATION) AND EXEMPLA, INC. (EXEMPLA). EXEMPLA OPERATES EXEMPLA LUTHERAN MEDICAL CENTER, EXEMPLA GOOD SAMARITAN MEDICAL CENTER AND OTHER AFFILIATED MEDICAL SERVICES INCLUDING THE EXEMPLA PHYSICIAN NETWORK. THE SYSTEM'S COLLECTIVE PROGRAM SERVICES ACCOMPLISHMENTS INCLUDE BUT ARE NOT LIMITED TO THE FOLLOWING: THE MEDICAL SERVICES ARE PROVIDED TO ALL WHO SEEK SERVICE REGARDLESS OF RACE, CREED, SEX, NATIONAL ORIGIN, HANDICAP, AGE, OR ABILITY TO PAY. ALTHOUGH REIMBURSEMENT FOR SERVICES IS CRITICAL FOR THE OPERATION AND STABILITY OF EXEMPLA AND ESJH, IT IS RECOGNIZED THAT NOT ALL INDIVIDUALS POSSESS THE ABILITY TO PURCHASE ESSENTIAL MEDICAL SERVICES. THEREFORE, IN KEEPING WITH EXEMPLA'S AND ESJH'S COMMITMENT TO SERVE ALL MEMBERS OF ITS COMMUNITY, FREE CARE AND/OR SUBSIDIZED CARE WILL BE CONSIDERED AND PROVIDED WHERE THE NEED AND/OR AN INDIVIDUAL'S INABILITY TO PAY EXIST. IN ADDITION, EXEMPLA AND ESJH RECOGNIZE THE ESSENTIAL NEED TO BE EXCEPTIONAL STEWARDS OF MEDICARE, MEDICAID AND COMMUNITY/PRIVATE FUNDING DOLLARS. FOR 2012, ESJH PROVIDED BENEFIT TO THE COMMUNITY AT A COST OF $56.0 MILLION, INCLUDING CHARITY CARE, UNREIMBURSED MEDICAID, OTHER SUBSIDIZED HEALTH SERVICES AND EDUCATION. EXEMPLA AND ESJH ALSO RECOGNIZE THE ESSENTIAL NEED TO ENHANCE AND IMPROVE MEDICAL OUTCOMES, QUALITY, AND SERVICES. IN RESPONSE, A BEST IN THE NATION STRATEGY AND PROGRAM WAS IMPLEMENTED. THE OBJECTIVES OF THE PROGRAM ARE TO BE THE BEST IN THE NATION ON PREDEFINED QUALITIES, SERVICE AND COST INDICATORS. THE QUALITY INDICATORS ARE IN ALIGNMENT WITH MAJOR PUBLICLY COMPARABLE DATABASES INCLUDING THE COLORADO HEALTH AND HOSPITAL ASSOCIATION AND CENTERS FOR MEDICARE AND MEDICAID SERVICES. CURRENTLY, THE PROGRAM IS IN THE NINTH YEAR OF THIS INITIATIVE. |
| WITH ITS 565 LICENSED BEDS, ESJH SERVED THE COMMUNITY WITH 18,514 | INPATIENT ADMISSIONS, 177,450 OUTPATIENT VISITS AND 51,934 EMERGENCY ROOM | VISITS. SERVICES - COMPREHENSIVE MEDICAL SERVICES INCLUDE, BUT ARE NOT LIMITED TO, CARDIOLOGY, ONCOLOGY, ORTHOPEDIC, WOMEN AND FAMILY, EMERGENCY, NEONATAL INTENSIVE CARE, NEUROLOGY, OB/GYN AND GENERAL SURGICAL AND MEDICAL. - ESJH IS A LEADING HEART HOSPITAL IN DENVER PERFORMING APPROXIMATELY 400 OPEN-HEART SURGERIES ANNUALLY, MORE THAT ANY OTHER COLORADO HOSPITAL. - ESJH DELIVERS MORE BABIES THAT ANY OTHER COLORADO HOSPITAL WITH 3,773 BIRTHS IN 2012. ALONG WITH NORMAL DELIVERIES, THE HOSPITAL ALSO CARES FOR CRITICALLY ILL NEWBORNS AND HIGH-RISK MOTHERS. - ESJH IS AMONG THE TOP THREE COLORADO HOSPITALS FOR NEWLY DIAGNOSED CANCER CASES. IN ORDER TO MEET THE SPECIAL NEEDS OF THESE PATIENTS, THE COMPREHENSIVE CANCER CENTER BRINGS TOGETHER IN ONE PLACE THE ESJH BREAST CARE CENTER, CANCER PSYCHOSOCIAL SERVICES, MEDICAL AND SURGICAL ONCOLOGY, A LABORATORY, A RESEARCH DEPARTMENT, A NEW CANCER PHARMACY AND THE INFUSION CENTER. THIS MEANS THAT THE PROFESSIONALS FROM ONCOLOGISTS TO LAB TECHNICIANS TO PSYCHOTHERAPISTS TO INFUSION SPECIALISTS, PHARMACIST AND RADIOLOGISTS -HAVE ACCESS TO LEADING-EDGE TECHNOLOGY AND CAN BETTER INTERACT WITH ONE ANOTHER TO PROVIDE FULLY COORDINATED CARE TO EACH OF OUR PATIENTS. - THE HIGHLY TRAINED PHYSICIANS, NURSES AND SUPPORT STAFF IN THE EMERGENCY DEPARTMENT TREAT MORE THAN 142 PATIENTS PER DAY FOR A WIDE RANGE OF EMERGENCY MEDICAL CONDITIONS. PROGRAMS STRONG COMMITMENT TO THE HEALTH OF THE COMMUNITY IS FURTHER EXEMPLIFIED, BUT NOT LIMITED TO, THE FOLLOWING PROGRAMS: - THE GRADUATE MEDICAL EDUCATION PROGRAM TRAINS 104 MEDICAL RESIDENTS EACH YEAR IN THE FIELDS OF FAMILY Medicine, INTERNAL MEDICINE, OBSTETRICS/GYNECOLOGY AND GENERAL SURGERY. IN 2010, THE INTERNAL MEDICINE RECEIVED THE HIGHEST LEVEL OF ACCREDITATION FOR FIVE YEARS BY THE AMERICAN COLLEGE OF GRADUATE MEDICAL EDUCATION. ALL FOUR PROGRAMS CONTINUED TO ENHANCE MEDICAL KNOWLEDGE THROUGH ADVANCED SCHOLARSHIP INCLUDING OVER TWENTY PUBLISHED PAPERS AND SEVERAL NATIONAL PRESENTATIONS. - THE CARITAS CLINIC, SISTER JOANNA BRUNER FAMILY MEDICINE CENTER, AND SETON WOMEN'S CENTER PROVIDE A CONTINUUM OF CARE FROM PREVENTIVE THROUGH ACUTE CARE TO MEDICALLY UNDERSERVED INDIVIDUALS IN A PHYSICIAN OFFICE SETTING. THE THREE ON-CAMPUS CLINICS PROVIDE MORE THAN 40,000 PATIENT VISITS EACH YEAR AND OFFER PAYMENT FOR SERVICES VIA A SLIDING FEE PROGRAM. NO PATIENT IS DENIED SERVICE DUE TO AN INABILITY TO PAY. - BOOT CAMP FOR NEW DADS IS AN INNOVATIVE PROGRAM DESIGNED TO BUILD CONFIDENCE AND PREPARE FIRST-TIME DADS FOR THE CHALLENGES OF PARENTHOOD. VETERAN DADS AND THEIR NEWBORNS ORIENT ROOKIE DADS. IT SERVED APPROXIMATELY 1,043 EXPECTANT FATHERS IN 2012. - THE BABY BOUTIQUE IS AN AWARD-WINNING INCENTIVE PROGRAM THAT ENCOURAGES PRENATAL CARE AMONG EXPECTANT FAMILIES. BY FOLLOWING APPROPRIATE PRENATAL CARE AND REGULAR OFFICE VISIT SCHEDULES AND ATTENDING PRENATAL EDUCATIONAL CLASSES, EXPECTANT FAMILIES EARN COUPONS FOR NECESSARY BABY SUPPLIES, CLOTHES AND EQUIPMENT. IN 2012, APPROXIMATELY 755 FAMILIES WERE SERVED, WITH MOST FAMILIES RETURNING REGULARLY TO THE BABY BOUTIQUE AS THE COURSE OF PREGNANCY PROCEEDED. INCIDENCE OF LOW BIRTH WEIGHT WAS LESS IN PARTICIPATING FAMILIES THAN IN NON-PARTICIPATING FAMILIES. - THE ST JOSEPH HOSPITAL FOUNDATION RAISES AND MANAGES FUNDS FOR THE BENEFIT OF THE HOSPITAL AND ITS COMMUNITY PROGRAMS. FUNDS RAISED BY THE FOUNDATION ENABLE THE HOSPITAL TO OFFER A VARIETY OF HEALTH CARE PROGRAMS TO THE COMMUNITY, PARTICULARLY THE MEDICALLY UNDERSERVED. - ESJH MOBILE MAMMOGRAPHY - THROUGH SUPPORT FROM THE DENVER AFFILIATE OF THE KOMEN FOUNDATION, ESJH PROVIDES DIAGNOSTIC CARE FOR MEDICALLY UNDERSERVED, AT RISK WOMEN. INTRODUCED IN SEPTEMBER 2005, THE MOBILE MAMMOGRAPHY UNIT SERVES SOME 2,000 COLORADO WOMEN ANNUALLY. - THE WILLIAM V. GERVASINI MEMORIAL LIBRARY IS A HEALTH INFORMATION RESOURCE FOR PATIENTS, THEIR FAMILIES, AND THE COMMUNITY. THE LIBRARY COLLECTION FOCUSES ON UNDERSTANDABLE, OBJECTIVE INFORMATION ABOUT MEDICAL ISSUES AND CONDITIONS. MAILING SERVICES ARE AVAILABLE FOR THOSE WHO ARE UNABLE TO VISIT THE LIBRARY. - THE SCHOOL AT WORK PROGRAM, WHICH IS PART OF ESJH'S WORKFORCE DEVELOPMENT INITIATIVE, OFFERS PROFESSIONAL DEVELOPMENT OPPORTUNITIES TO HIGH PERFORMING EMPLOYEES WHO WISH TO ENHANCE THEIR COMPUTER SKILLS AND HEALTH CARE KNOWLEDGE FOR ENTRY INTO HEALTH CARE CAREERS. THE STUDENTS TAKE CLASSES AT THE HOSPITAL FOR SEVERAL HOURS A WEEK FOR EIGHT MONTHS. THEY ARE PROVIDED WITH TEXT BOOKS AND MATERIALS AND ARE EXPECTED TO COMPLETE SEVERAL HOURS OF HOMEWORK ON-LINE. - THE WOMEN'S PAVILION OFFERS COMMUNITY HEALTH EDUCATION FOCUSED ON PRENATAL CARE, PARENTING AND WOMEN'S HEALTH. IN 2012, THE WOMEN'S PAVILION PROVIDED HEALTH EDUCATION TO OVER 5,130 WOMEN AND THEIR SPOUSES AND SUPPORT PERSONS. DELEGATION OF BOARD AUTHORITY TO AN EXECUTIVE COMMITTEE PART VI, QUESTION 1A PURSUANT TO THE BYLAWS, THE EXECUTIVE COMMITTEE OF THE ORGANIZATION HAS THE POWER TO TRANSACT ALL REGULAR BUSINESS OF THE ORGANIZATION DURING THE INTERIM BETWEEN MEETINGS OF THE BOARD, PROVIDED THAT ANY ACTION TAKEN BY THE EXECUTIVE COMMITTEE DOES NOT CONFLICT WITH THE ARTICLES OF INCORPORATION, THE BYLAWS OR THE POLICIES OR EXPRESSED WISHES OF THE BOARD. THE EXECUTIVE COMMITTEE SHALL REPORT ALL MATTERS ACTED UPON TO THE BOARD AT THE BOARD'S NEXT MEETING. THE EXECUTIVE COMMITTEE CONSISTS OF AT LEAST THREE MEMBERS, ALL OF WHOM SHALL BE MEMBERS OF THE BOARD OF DIRECTORS, AND INCLUDE THE CHAIRPERSON OF THE BOARD, THE PRESIDENT/CEO AND OTHERS AS DESIGNATED BY THE CHAIRPERSON. |
| FORM W-3 | FORM 990, PART V, LINE 2A | ALL FORMS W-2 ARE ISSUED BY EXEMPLA, INC., A RELATED TAX-EXEMPT ORGANIZATION. DELEGATION OF CONTROL OVER MANAGEMENT DUTIES FORM 990, PART VI, QUESTION 3 IN JUNE 2008, EXEMPLA, INC., AS MANAGER OF ST JOSEPH HOSPITAL (ESJH), ENTERED INTO A MANAGEMENT AGREEMENT WITH INSIGHT ONCOLOGY FOR THE MANAGEMENT OF THE HOSPITAL'S COMPREHENSIVE CANCER CENTER SERVICES. EXEMPLA, INC. MANAGES AND GOVERNS ST JOSEPH HOSPITAL UNDER A JOINT OPERATING AGREEMENT. IN JULY 2009, ESJH CONTRACTED WITH INSIGHT ONCOLOGY TO MANAGE A BREAST CENTER, SURGICAL SERVICES, RADIATION ONCOLOGY, OUTPATIENT INFUSION SERVICES, A PHARMACY, INPATIENT SERVICES, AND OTHER SPECIALIZED CARE TO PATIENTS WITH ONCOLOGY DISEASES AND DISORDERS. CHANGES TO ORGANIZATIONAL DOCUMENTS FORM 990, PART VI, QUESTION 4 EFFECTIVE OCTOBER 1, 2012, SISTERS OF CHARITY OF LEAVENWORTH HEALTH SYSTEM (SCLHS) AND COMMUNITY FIRST FOUNDATION AGREED TO AMEND AND RESTATE THE BYLAWS OF EXEMPLA. UNDER THE AMENDMENTS, COMMUNITY FIRST FOUNDATION'S INTEREST IN THE JOINT OPERATING AGREEMENT AND OTHER RIGHTS OF COMMUNITY FIRST FOUNDATION RELATED TO EXEMPLA WERE TERMINATED. IN RETURN, SCLHS COMMITTED TO PROVIDE $275 MILLION TO COMMUNITY FIRST FOUNDATION OVER A PERIOD OF 20 YEARS. THE BOARD OF DIRECTORS OF EXEMPLA WILL CONTINUE TO CONSIST OF 10 MEMBERS, 9 OF WHICH ARE APPOINTED BY SCLHS AND 1 OF WHICH IS APPOINTED BY COMMUNITY FIRST FOUNDATION. |
| MEMBERS OR STOCKHOLDERS | FORM 990, PART VI, QUESTION 6 | ST JOSEPH HOSPITAL HAS ONE MEMBER, SISTERS OF CHARITY OF LEAVENWORTH HEALTH SYSTEM. ST JOSEPH HOSPITAL IS MANAGED AND GOVERNED BY EXEMPLA, INC. EXEMPLA, INC. HAS TWO MEMBERS: COMMUNITY FIRST FOUNDATION (CFF) AND SISTERS OF CHARITY OF LEAVENWORTH HEALTH SYSTEM (SCLHS). |
| ELECTION OF MEMBERS OF GOVERNING BODY | FORM 990, PART VI, QUESTION 7A | SISTERS OF CHARITY LEAVENWORTH HEALTH SYSTEMS, THE SOLE MEMBER OF SAINT JOSEPH HOSPITAL APPOINTS MEMBERS OF THE SAINT JOSEPH HOSPITAL BOARD OF DIRECTORS. SAINT JOSEPH HOSPITAL IS MANAGED AND GOVERNED BY EXEMPLA, INC. EXEMPLA, INC HAS TWO MEMBERS, SISTERS OF CHARITY LEAVENWORTH HEALTH SYSTEMS AND COMMUNITY FIRST FOUNDATION. CFF APPOINTS 1 OF THE DIRECTORS AND SCLHS APPOINTS 9 OF THE DIRECTORS. |
| DECISIONS OF GOVERNING BODY SUBJECT TO APPROVAL | FORM 990, PART VI, QUESTION 7B | BOTH MEMBERS (COMMUNITY FIRST FOUNDATION AND SISTERS OF CHARITY OF LEAVENWORTH HEALTH SYSTEM, SCLHS) HAVE CERTAIN RESERVE POWERS TO APPROVE CHANGES TO THE BYLAWS REGARDING APPOINTMENT OF BOARD MEMBERS. SCLHS ALSO HAS EXTENSIVE RESERVE POWERS OVER ANY CHANGE IN MISSION, CHANGES TO THE ARTICLES OF INCORPORATION OR BYLAWS, ACQUISITION OF ASSETS, INCURRENCE OF DEBT, MERGER OR DISSOLUTION, APPROVAL OF STRATEGIC PLANS AND BUDGETS, AND APPOINTMENT OF AUDITORS. |
| 990 REVIEW PROCESS | FORM 990, PART VI, QUESTION 11b | ALL 990 REPORTING WAS REVIEWED INTERNALLY WITH SENIOR MANAGEMENT. ALL QUESTIONS AND CHANGES PROPOSED WERE ADDRESSED PRIOR TO FILING FORM 990. A DRAFT 990 WAS PROVIDED TO THE MEMBERS OF THE FINANCE COMMITTEE AND OF THE BOARD FOR REVIEW. A COMPLETE COPY OF THE FINAL FORM 990 WAS THEN PROVIDED ELECTRONICALLY TO EACH VOTING MEMBER OF THE EXEMPLA BOARD OF DIRECTORS PRIOR TO ITS SUBMISSION TO THE INTERNAL REVENUE SERVICE. |
| MONITORING COMPLIANCE WITH CONFLICT OF INTEREST POLICY | FORM 990, PART VI, QUESTION 12C | THE ORGANIZATION REGULARLY AND CONSISTENTLY MONITORS AND ENFORCES ITS CONFLICT OF INTEREST POLICY BY PROVIDING EDUCATION AND TRAINING FOR EACH OF ITS EMPLOYEES, STAFF, OFFICERS AND DIRECTORS, AS WELL AS HAVING EACH OF THESE INDIVIDUALS COMPLETE A CONFLICT OF INTEREST STATEMENT ON AN ANNUAL BASIS TO DISCLOSE ANY POTENTIAL CONFLICT ISSUES. THESE STATEMENTS ARE CAREFULLY REVIEWED BY THE LEGAL DEPARTMENT. WHEN A CONFLICT IS IDENTIFIED, THE LEGAL DEPARTMENT COMPILES ALL REPORTED CONFLICTS, AND EVALUATES THE DISCLOSURES FOR ACTUAL CONFLICTS. A REPORT IS PROVIDED TO ORGANIZATION'S PRESIDENT/CEO REGARDING EMPLOYEES AND OFFICERS, AND TO THE CHAIR OF THE BOARD AND CHAIR OF THE GOVERNANCE COMMITTEE REGARDING BOARD MEMBERS. THOSE WITH IDENTIFIED CONFLICTS OF INTEREST MUST RECUSE THEMSELVES FROM ANY MEETING DURING THE DISCUSSION AND VOTE THEREOF. |
| PROCESS FOR DETERMINING COMPENSATION OF CEO, OFFICERS, OR KEY EMPLOYEES | FORM 990, PART VI, QUESTION 15A & 15B | COMPENSATION FOR THE CEO IS PAID BY SISTERS OF CHARITY OF LEAVENWORTH HEALTH SYSTEM, A RELATED NON-PROFIT ORGANIZATION. COMPENSATION OF OTHER OFFICERS AND KEY EMPLOYEES IS PAID BY EITHER EXEMPLA, INC. OR SISTERS OF CHARITY OF LEAVENWORTH HEALTH SYSTEM, BOTH OF WHICH ARE RELATED NON-PROFIT ORGANIZATIONS. WHEN REVIEWING AND SETTING COMPENSATION FOR 'DISQUALIFIED PERSONS', EXEMPLA'S PROCESS INCLUDES: THE COMPENSATION COMMITTEE OF THE BOARD IS CHARGED WITH THE RESPONSIBILITY FOR SETTING THE OVERALL COMPENSATION PHILOSOPHY AND FOR EVALUATING THE TOTAL COMPENSATION PROGRAMS FOR DISQUALIFIED PERSONS. THE BOARD MEMBERS ARE INDEPENDENT MEMBERS AND IN THESE DISCUSSIONS THE CEO RECUSES HIMSELF FROM THE DISCUSSIONS AROUND HIS OWN COMPENSATION. THE COMMITTEE OBTAINS VALID, COMPARABLE MARKET DATA (FROM INDEPENDENTLY PUBLISHED SOURCES) FOR COMPARABLE POSITIONS AND FROM FORM 990 FILINGS. THIS COMMITTEE ENGAGES THE SERVICES OF AN INDEPENDENT EXPERT IN EXECUTIVE COMPENSATION TO REVIEW THE MARKET DATA AND PROVIDE AN OPINION AS TO THE REASONABLENESS OF THE TOTAL COMPENSATION PROGRAM. FOR THE PAST SEVERAL YEARS, THE INDEPENDENT FIRM HAS BEEN WATSON WYATT. WATSON WYATT VALIDATES THE PROCESS USED BY MANAGEMENT FOR IDENTIFYING 'DISQUALIFIED PERSONS' AND THEN CONDUCTS A COMPARABILITY STUDY/ANALYSIS OF PAY AT SIMILAR TYPES AND SIZES OF ORGANIZATIONS AND REVIEWS BASE SALARY, INCENTIVE (OR OVER-BASE PROGRAMS), BENEFITS, RETIREMENT PLANS AND PERQUISITES. WATSON WYATT REVIEWS THE FINDINGS WITH THE BOARD COMMITTEE AND MINUTES ARE PREPARED AND SHARED WITH ALL THE VOTING BOARD MEMBERS EACH YEAR THAT DOCUMENTS THE DISCUSSION AND ANY ACTIONS THAT MAY HAVE BEEN TAKEN. A COPY OF A FORMAL OPINION LETTER PREPARED BY WATSON WYATT FOLLOWING THE DISCUSSION WITH THE COMPENSATION COMMITTEE IS PROVIDED TO THE BOARD CHAIR AND SHARED WITH THE FULL BOARD. THIS PROCESS IS UNDERTAKEN EACH YEAR. SCLHS EMPLOYS THE EXECUTIVE TEAM AT EACH OF ITS HOSPITAL AFFILIATES, INCLUDING EXEMPLA. AS PART OF ITS ANNUAL REVIEW PROCESS, SCLHS USES THE FOLLOWING IN ESTABLISHING THE COMPENSATION OF THOSE IN THESE POSITIONS: 1) COMPENSATION COMMITTEE, 2) INDEPENDENT COMPENSATION CONSULTANT, 3) FORM 990 OF OTHER ORGANIZATIONS, 4) WRITTEN EMPLOYMENT CONTRACTS, 5) COMPENSATION SURVEYS AND STUDIES, 6) APPROVAL BY THE BOARD OR COMPENSATION COMMITTEE. THE ABOVE SUPPORT THE COMPENSATION COMMITTEE'S EFFORTS TO ENSURE THAT THE LEVEL OF COMPENSATION PROVIDED TO ITS EXECUTIVES (OFFICERS, KEY EMPLOYEES, ETC.) IS CONSISTENT WITH MARKET VALUE AND THE PAY PHILOSOPHY SET BY THE BOARD. THE PAY PHILOSOPHY SET BY THE BOARD IS TO PAY AT THE MIDDLE OF THE MARKET FOR EXECUTIVES OF SIMILAR SIZED ORGANIZATIONS OVERALL. SCLHS' EXECUTIVE COMPENSATION IS COMPARABLE TO THAT PROVIDED IN SIMILAR, NOT-FOR-PROFIT HEALTHCARE SYSTEMS AND HOSPITALS. |
| AVAILABILITY OF GOVERNING DOCS, CONFLICT OF INTEREST POLICY, FINANCIALS | FORM 990, PART VI, QUESTION 19 | GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, FINANCIAL STATEMENTS, AND RELATED DOCUMENTATION ARE PROVIDED UPON REQUEST AS DEEMED APPROPRIATE. |
| INDEPENDENT CONTRACTORS | PART V, QUESTION 1A AND PART VII, SECTION B, QUESTION 2 | NO VENDOR PAYMENTS ARE PAID BY ST JOSEPH HOSPITAL. THEY ARE ALL PAID BY EXEMPLA, INC. AND THE NUMBER OF INDEPENDENT CONTRACTORS PAID OVER $100,000 ARE REFLECTED IN THE EXEMPLA, INC. FORM 990 AS THE TOTAL PAID FOR ALL ENTITIES OWNED/MANAGED BY EXEMPLA, INC. |
| OTHER CHANGES IN NET ASSETS | PART XI, LINE 5 | REFLECTED AS OTHER CHANGES IN NET ASSETS ARE CONTRIBUTIONS OF TEMPORARILY RESTRICTED NET ASSETS OF $7,966. |
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