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. Information about Schedule A (Form 990 or 990-EZ) and its instructions is at www.irs.gov/form990.
OMB No. 1545-0047
2013
Open to Public Inspection
Name of the organization
JOHN MUIR HEALTH
Employer identification number
94-1461843
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 supported organization?
................
11g(i)
(ii)
A family member of a person described in (i) above?
......................
11g(ii)
(iii)
A 35% controlled entity of a person described in (i) or (ii) above?
................
11g(iii)
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 monetary support
Yes
No
Yes
No
Yes
No
Total
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990EZ.
Cat. No. 11285F
Schedule A (Form 990 or 990-EZ) 2013
Schedule A (Form 990 or 990-EZ) 2013
Page 2
Part II
Support Schedule for Organizations Described in Sections 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) 2009
(b) 2010
(c) 2011
(d) 2012
(e) 2013
(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) 2009
(b) 2010
(c) 2011
(d) 2012
(e) 2013
(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).
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 2013 (line 6, column (f) divided by line 11, column (f))
.........
14
15
Public support percentage for 2012 Schedule A, Part II, line 14
...............
15
16a
33 1/3% support test—2013.
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—2012.
If the organization did not check a 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—2013.
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—2012.
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) 2013
Schedule A (Form 990 or 990-EZ) 2013
Page 3
Part III
Support Schedule for Organizations Described in Section 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) 2009
(b) 2010
(c) 2011
(d) 2012
(e) 2013
(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) 2009
(b) 2010
(c) 2011
(d) 2012
(e) 2013
(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 2013 (line 8, column (f) divided by line 13, column (f))
.........
15
16
Public support percentage from 2012 Schedule A, Part III, line 15
...............
16
Section D. Computation of Investment Income Percentage
17
Investment income percentage for 2013 (line 10c, column (f) divided by line 13, column (f))
......
17
18
Investment income percentage from 2012 Schedule A, Part III, line 17
.............
18
19a
33 1/3% support tests—2013.
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—2012.
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) 2013
Schedule A (Form 990 or 990-EZ) 2013
Page 4
Part IV
Supplemental Information.
Provide the explanations required by Part II, line 10; Part II, line 17a or 17b; and 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) 2013
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.
Information about Schedule O (Form 990 or 990-EZ) and its instructions is at
www.irs.gov/form990.
OMB No. 1545-0047
2013
Open to Public Inspection
Name of the organization
JOHN MUIR HEALTH
Employer identification number
94-1461843
Return Reference
Explanation
FORM 990, PART VI, SECTION A, LINE 2
THOMAS RUNDALL (JMH VICE CHAIR AND DIRECTOR) IS A BOARD MEMBER OF ON LOK, INC., A NOT-FOR-PROFIT COMMUNITY ORGANIZATION WHICH EMPLOYS ROBERT EDMONDSON (JMH DIRECTOR) AS CEO.
FORM 990, PART VI, SECTION A, LINE 4
THROUGH THE WORK OF THE JMH AD HOC GOVERNANCE COMMITTEE OF THE JMH BOARD, THE JMH GOVERNANCE COMMITTEE AND BOARD EVALUATED AND RESTRUCTURED THE GOVERNANCE OF JOHN MUIR HEALTH (JMH) AND TWO OF ITS AFFILIATED ENTITIES, JOHN MUIR PHYSICIAN NETWORK (JMPN) AND JOHN MUIR BEHAVIORAL HEALTH (JMBH). THESE CHANGES WERE DEVELOPED TO (I) PROVIDE BROAD OVERSIGHT OF THE ACTIVITIES OF THE JMH HEALTH SYSTEM, (II) INCLUDE A DIVERSITY OF PERSPECTIVES OF BOTH COMMUNITY AND COMMUNITY PHYSICIANS AND (III) INCREASE TRANSPARENCY. THE JMH BYLAWS WERE AMENDED AS OF SEPTEMBER 1, 2013 TO IMPLEMENT GOVERNANCE CHANGES RELATED TO JMH. A. BOARD COMPOSITION. THE BOARD SIZE REMAINED THE SAME, INCLUDING THE CEO AS A VOTING MEMBER. THE NUMBER OF VOTING MEMBERS WAS CHANGED TO INCLUDE 8 COMMUNITY MEMBERS AND 6 PHYSICIANS (PREVIOUSLY, 10 COMMUNITY MEMBERS AND 4 PHYSICIANS). UNTIL JANUARY 1, 2018, MUIR MEDICAL GROUP IPA (IPA) WILL RECOMMEND FOUR OF THE PHYSICIAN VOTING MEMBERS OF THE BOARD AND JOHN MUIR MEDICAL GROUP (JMMG) WILL RECOMMEND TWO. THE BYLAWS PROVIDE THAT THESE RECOMMENDATIONS ARE SUBJECT TO APPROVAL BY THE JMH BOARD. B. DIRECTOR COMPENSATION. THE BYLAWS PERMIT (BUT DO NOT REQUIRE) COMPENSATION OF VOTING BOARD MEMBERS AND COMMITTEE MEMBERS. C. COMMITTEE MEMBERSHIP. I. EXECUTIVE COMMITTEE. THE COMPOSITION WAS CHANGED TO ADD AN ADDITIONAL PHYSICIAN BOARD MEMBER, SHIFTING FROM A TOTAL OF SIX OR SEVEN BOARD MEMBERS, TO SEVEN OR EIGHT (DEPENDING ON WHETHER THE PAST CHAIR CONTINUED TO BE A BOARD MEMBER). THE BYLAWS ALSO CLARIFIED THAT ONLY VOTING BOARD MEMBERS MAY VOTE WHEN THE COMMITTEE EXERCISES DELEGATED BOARD AUTHORITY. II. GOVERNANCE COMMITTEE. THE COMPOSITION WAS CHANGED FROM A RANGE OF FIVE TO SEVEN TO FIVE, WITH THREE COMMUNITY BOARD MEMBERS AND TWO PHYSICIAN BOARD MEMBERS (ONE RECOMMENDED BY EACH OF THE IPA AND JMMG THROUGH THE END OF 2019). THE BYLAWS CLARIFIED THAT ONLY VOTING BOARD MEMBERS MAY VOTE WHEN THE COMMITTEE EXERCISES DELEGATED BOARD AUTHORITY. III. FINANCE COMMITTEE. THE BYLAWS LIMITED THE NUMBER OF COMMITTEE MEMBERS TO 11, RESULTING IN A RANGE OF SEVEN TO 11 MEMBERS. IN ADDITION, THE CHAIR OF THE AUDIT AND COMPLIANCE COMMITTEE WAS ADDED AS A MEMBER. FINALLY, THE ROLE OF THE COMMITTEE WAS EXPANDED TO INCLUDE REAL ESTATE AND CONSTRUCTION OVERSIGHT. IV. INVESTMENT SUBCOMMITTEE. THE MINIMUM NUMBER OF MEMBERS AS INCREASED FROM SEVEN TO NINE, RESULTING IN A RANGE OF NINE TO 11. THE BYLAWS WERE ALSO CHANGED TO ADD A REQUIREMENT THAT THE CHAIR BE A VOTING BOARD MEMBER AND THAT MEMBERS HAVE FINANCE EXPERTISE. V. STRATEGIC PLANNING AND MARKETING COMMITTEE. THE MINIMUM NUMBER OF MEMBERS WAS INCREASED FROM SEVEN TO NINE, INCLUDING AN INCREASE IN THE MINIMUM NUMBER OF PHYSICIANS FROM TWO TO FOUR. THE BYLAWS ALSO ADDED THE JMH PRESIDENT/CEO AS AN EX OFFICIO NON-VOTING MEMBER. VI. AUDIT AND COMPLIANCE COMMITTEE. THE BYLAWS ADDED S REQUIREMENT THAT ALL MEMBERS BE "FINANCIALLY LITERATE," AND ALSO THAT AT LEAST ONE MEMBER BE A "FINANCIAL EXPERT" (AS DEFINED UNDER SARBANES-OXLEY). VII. QUALITY AND PATIENT SAFETY COMMITTEE. THE MINIMUM NUMBER OF MEMBERS WAS INCREASED FROM NINE TO 12 (INCLUDING AT LEAST FIVE PHYSICIANS). THE LIMIT ON THE NUMBER OF MEMBERS WAS REMOVED.
FORM 990, PART VI, SECTION A, LINE 6
MT. DIABLO HEALTHCARE DISTRICT AND JOHN MUIR ASSOCIATION HAVE THE RIGHT TO APPROVE CERTAIN SIGNIFICANT CORPORATE ACTIONS (AS DESCRIBED IN SCHEDULE O).
FORM 990, PART VI, SECTION A, LINE 7B
THE BYLAWS OF JOHN MUIR HEALTH PROVIDE THAT JOHN MUIR HEALTH MAY NOT, WITHOUT THE PRIOR WRITTEN CONSENT OF THE MT. DIABLO HEALTHCARE DISTRICT, A POLITICAL SUBDIVISION OF THE STATE OF CALIFORNIA, AND THE JOHN MUIR ASSOCIATION, A CALIFORNIA NONPROFIT CORPORATION: (I) SELL, TRANSFER, OR OTHERWISE DISPOSE OF ALL OR SUBSTANTIALLY ALL THE ASSETS OF JOHN MUIR HEALTH; (II) ISSUE A MEMBERSHIP IN JOHN MUIR HEALTH TO ANY PERSON OR ENTITY; (III) MERGE WITH ANY OTHER PERSON OR ENTITY, UNLESS JOHN MUIR HEALTH IS THE SURVIVING CORPORATION IN THE MERGER; OR (IV) AMEND SECTION 5.6 OF THE BYLAWS OF JOHN MUIR HEALTH (WHICH OBLIGATES JOHN MUIR HEALTH TO, AMONG OTHER THINGS, PROVIDE AT LEAST ONE MILLION DOLLARS ($1,000,000) ANNUALLY TO FUND CERTAIN COMMUNITY BENEFIT PROJECTS SPONSORED BY THE JOHN MUIR/MT. DIABLO COMMUNITY HEALTH FUND).
FORM 990, PART VI, SECTION B, LINE 11
THE COMPLETED FORM 990 IS PROVIDED TO THE BOARD OF DIRECTORS SUFFICIENTLY IN ADVANCE OF THE FILING DEADLINE TO ENABLE A DETAILED AND CONSCIENTIOUS REVIEW BY ALL MEMBERS. AN OVERVIEW OF THE FORM 990, WITH SUFFICIENT DETAIL, IS PRESENTED TO THE BOARD WITH THE COMPLETED FORM 990. ALL QUESTIONS AND CONCERNS OF THE BOARD OF DIRECTORS WILL BE ADDRESSED BY THE CHIEF FINANCIAL OFFICER OR HIS DESIGNEE AND INCORPORATED INTO THE FORM 990 AS APPROPRIATE. AFTER ALL OF THE INPUT FROM THE BOARD OF DIRECTORS HAS BEEN APPROPRIATELY ADDRESSED, SENIOR MANAGEMENT OF JOHN MUIR HEALTH WILL FILE THE FINAL FORM 990 AS REQUIRED.
FORM 990, PART VI, SECTION B, LINE 12C
ANNUALLY, THE JOHN MUIR HEALTH ("JMH") BOARD CONFLICT OF INTEREST POLICY IS DISTRIBUTED TO BOARD MEMBERS, ALONG WITH A CONFLICT OF INTEREST DISCLOSURE FORM REQUIRED TO BE COMPLETED AND SIGNED. FOLLOWING DISTRIBUTION OF THE POLICY, THE GENERAL COUNSEL PROVIDES AN EDUCATIONAL SESSION RELATING TO BOARD MEMBER FIDUCIARY DUTIES AND CONFLICTS OF INTEREST COVERING, AMONG OTHER THINGS, REQUIRED DISCLOSURES AND THE PROCESS FOR APPROVAL OF TRANSACTIONS INVOLVING A POTENTIAL CONFLICT. DISCLOSED CONFLICTS ARE COMPILED IN A DOCUMENT AND REVIEWED BY THE BOARD CHAIR, PRESIDENT/CEO AND GENERAL COUNSEL. TOGETHER, THESE INDIVIDUALS MONITOR ANY POTENTIAL CONFLICTS AND THE GENERAL COUNSEL ATTENDS BOARD MEETINGS TO ENSURE COMPLIANCE WITH THE POLICY. TRANSACTIONS INVOLVING A POTENTIAL CONFLICT ARE REVIEWED AND APPROVED IN ADVANCE BY THE GENERAL COUNSEL, THE GOVERNANCE COMMITTEE, AND FOR CERTAIN TRANSACTIONS WITH CURRENT BOARD MEMBERS, THE BOARD. THE POLICY ALSO REQUIRES BOARD MEMBERS TO DISCLOSE ANY POTENTIAL CONFLICTS DURING THE YEAR. AS QUESTIONS ABOUT POTENTIAL CONFLICTS ARISE DURING THE YEAR, THE GENERAL COUNSEL REVIEWS THEM WITH THE AFFECTED BOARD MEMBER, THE PRESIDENT/CEO AND THE BOARD CHAIR.
FORM 990, PART VI, SECTION B, LINE 15
COMPENSATION FOR THE CHIEF EXECUTIVE OFFICER, OTHER OFFICERS AND KEY EMPLOYEES IS ESTABLISHED ANNUALLY BY THE COMPENSATION COMMITTEE. THE COMPENSATION COMMITTEE UTILIZES AN OUTSIDE CONSULTANT WHO IS A COMPENSATION EXPERT. THE OUTSIDE CONSULTANT PROVIDES MARKET DATA FOR EACH INDIVIDUAL BASED UPON THEIR LEVEL OF RESPONSIBILITIES AND THAT DATA IS USED BY THE COMPENSATION COMMITTEE TO ESTABLISH THE ANNUAL COMPENSATION PACKAGE FOR EACH INDIVIDUAL. IT IS THE PHILOSOPHY OF THE ORGANIZATION TO ESTABLISH A COMPENSATION PACKAGE FOR EACH INDIVIDUAL THAT REFLECTS THE MEDIAN OF THE MARKET AS ESTABLISHED BY THE OUTSIDE CONSULTANT.
FORM 990, PART VI, SECTION C, LINE 19
JOHN MUIR HEALTH PROVIDES FINANCIAL INFORMATION ON A QUARTERLY BASIS THROUGH VARIOUS BOND DISCLOSURE DATABASES. THIS FINANCIAL INFORMATION IS AVAILABLE FOR JOHN MUIR HEALTH ON A CONSOLIDATED AND CONSOLIDATING BASIS, INCLUDING SUBSIDIARIES. REQUESTS FOR THE PROVISION OF GOVERNING DOCUMENTS AND THE CONFLICT OF INTEREST POLICY ARE DIRECTED TO OUR LEGAL DEPARTMENT FOR THE APPROPRIATE RESPONSE.
FORM 990, PART XI, LINE 9:
CHANGE IN PENSION FUND LIABILITY 54,824,000.
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.