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
CARITAS CLINICS INC
Employer identification number
48-1009910
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
CARITAS CLINICS INC
Employer identification number
48-1009910
Return Reference
Explanation
SUPPLEMENTAL INFORMATION FOR GOVERNANCE AND MANAGEMENT
PART VI GOVERNANCE AND MANAGEMENT Values Framework for Strategic Vision Founded by the Sisters of Charity to "serve their brothers and sisters in Christ", Saint Vincent and Duchesne Clinics continue to emphasize care for the whole person, piecing together support to help people heal their lives. Today, those values are reflected in frameworks such as patient-centered care, care coordination, and the health village. Governance Our SIXteen-member Board of Directors includes standing committees on quality, finance, fundraising and facilities. All board members support the clinic through both volunteer and financial commitments. With the Executive Director and Administrative Leadership, the Board of Directors completes an annual strategic plan and reviews quarterly progress toward strategic goals and objectives. Diversity Saint Vincent and Duchesne Clinics is culturally competent in addressing the needs of a diverse patient population. We have developed an inclusivity matrix for use in recruiting potential board members who represent the communities we serve, utilize trained, certified medical interpreters in our care teams, and have a diverse staffing mix that reflects the communities we serve. Stewardship Addressing health disparities - actually helping people from diverse communities get healthier - takes a broad network of partnerships and collaborations. Saint Vincent and Duchesne Clinics take a "whole person" patient-centered approach to provide better care with better results on a shoestring budget. The clinics provide medical care at an average cost of $750 per patient per year by leveraging a 3:1 return on investment through donated medical care, medications and other in-kind services. Sustainability Saint Vincent and Duchesne Clinics define sustainability as having the financial, human and physical resources to care for patients while meeting the continually changing needs of the community and prepares an annual Integrated Strategic Plan (ISP) which is published on Saint Vincent and Duchesne Clinics' GuideStar profile page. The ISP includes business planning; market, community needs and SWOT analyses; quality assurance, staff and board leadership development and retention; financial review and a diversified development plan, considering multi-year trends including the emerging healthcare environment. Collaboration Through our experience and expertise in establishing relationships with community supporters, the clinic has created a network of care and has a well-deserved reputation for helping patients get the care they need. Many of our patients have received care at the clinic for a number of years, and for those patients' long-term health status has been greatly improved. Access to Care As a doctor's office for people with few resources, Saint Vincent and Duchesne Clinics' services include chronic disease management, acute and preventive care and care coordination. Chronic disease management consists of diagnosis, ongoing treatment, patient education and support for the 80% of our patients with a chronic condition like diabetes, heart disease, asthma/COPD and depression. Acute care appointments are available on a same day/next day basis for patients with cold, flu or other non-emergency change in health status. Preventive care services include cancer and vision screenings, vaccinations, smoking cessation and patient education. For Saint Vincent and Duchesne Clinics' poor, uninsured patients, access to specialty care is more than providing a name of a physician practice. Our extensive care coordination program includes helping the patient afford specialty care by negotiating free, reduced-cost care or subsidized care, making the appointment with the patient, even providing bus fare if the patient lacks viable transportation. Care coordination includes vision, dental and other specialty care for which Saint Vincent and Duchesne Clinics negotiate free or low-cost options, and coordinate care for our patients, including subsidizing the cost of care when possible. In addition, Saint Vincent and Duchesne Clinics' pharmaceutical assistance program accesses over $2,000,000 in prescription medications each year for our patients with chronic conditions through drug companies' indigent care programs. MEMBERS AND SHAREHOLDERS POWER IN DECISIONS FORM 990, PART VI SECTION A, LINE 6, 7A AND 7B: THE FOLLOWING POWERS ARE RESERVED TO THE CORPORATE MEMBER AND NO ATTEMPTED EXCERCISE OF ANY SUCH POWERS BY ANYONE OTHER THAN THE CORPORATE MEMBER SHALL BE VALID OR OF ANY FORCE OR EFFECT WHATSOEVER: A)TO CHANGE THE MISSION AND PHILOSOPHY OF THIS CORPORATION AND OF ANY CORPORATION OF WHICH THIS CORPORATION IS THE CONTROLLING MEMBER; B) TO ADOPT, AMEND OR REPEAL THE ARTICLES OF INCORPORATION OR BYLAWS OF THIS CORPORATION AND THE ARTICLES AND BYLAWS OF ANY CORPORATION OF WHICH THIS CORPORATION IS THE CONTROLLING MEMBER; C) TO APPOINT, AFTER CONSULATION WITH THE RESPECTIVE CORPORATE BOARD, THE BOARD OF DIRECTORS OF THIS CORPORATION AND OF ANY CORPORATION OF WHICH THIS CORPORATION IS THE CONTROLLING MEMBER; D) TO ENSURE THE PRESENCE OF THE SISTERS OF CHARITY OF LEAVENWORTH ON THE BOARD OF DIRECTORS OF THIS CORPORATION, TO APPOINT MEMBERS OF THE SISTERS OF CHARITY OF LEAVENWORTH TO THE BOARD OF DIRECTORS OF THIS CORPORATION AND OF ANY CORPORATION OF WHICH THIS CORPORATION IS THE CONTROLLING MEMBER, WHICH APPOINTEES SHALL BE OTHERWISE QUALIFIED UNDER SECTION 2 OF ARTICLE IV OF THESE BYLAWS; E)TO REMOVE, WITH OR WITHOUT CAUSE, AFTER CONSULATION WITH THE RESPECTIVE CORPORATE BOARD, ANY MEMBER OF THE BOARD OF DIRECTORS OF THIS CORPORATION AND OF ANY CORPORATION OF WHICH THIS CORPORATION IS THE CONTROLLING MEMBER; F) TO APPOINT OR REMOVE, WITH OR WITHOUT CAUSE, AFTER CONSULATION WITH THE RESPECTIVE CORPORATE BOARD AND THE PRESIDENT/CHIEF EXECUTIVE OFFICER OF THE CORPORATE MEMBER, THE CHIEF EXECUTIVE OFFICER OF THIS CORPORATION AND OF ANY CORPORATION OF WHICH THIS CORPORATION IS THE CONTROLLING MEMBER; G)TO ASSIST IN THE DEVELOPMENT OF CORPORATE GOALS, POLICIES AND PROCEDURES FOR THIS CORPORATION AND ANY CORPORATION OF WHICH THIS CORPORATION IS THE CONTROLLING MEMBER; H)TO APPROVE FOR THIS CORPORATION, OR FOR ANY CORPORATION OF WHICH THIS CORPORATION IS THE CONTROLLING MEMBER, THE ACQUISITION OF ASSETS, THE INCURRENCE OF INDEBTEDNESS OR THE LEASE, SALE, TRANSFER, ASSUMPTION, OR ENCUMBERING OF THE ASSETS PURSUANT TO POLICIES ESTABLISHED FROM TIME TO TIME BY THE CORPORATE MEMBER; I)TO APPROVE THE MERGER, DISSOLUTION OR CORPORATE RESTRUCTURING OF THIS CORPORATION OR ANY CORPORATION OF WHICH THIS CORPORATION IS THE CONTROLLING MEMBER; J)TO APPROVE THE ANNUAL STRATEGIC PLANS AND OPERATING AND CAPITAL BUDGETS AND DEVIATIONS THERETO FOR THIS CORPORATION AND FOR ANY CORPORATION OF WHICH THIS CORPORATION IS THE CONTROLLING MEMBER; AND K)TO APPOINT THE AUDITORS FOR THIS CORPORATION AND FOR ANY CORPORATION OF WHICH THIS CORPORATION IS THE CONTROLLING MEMBER. THE BOARD OF DIRECTORS SHALL EXCERCISE GENERAL MANAGEMENT AND CONTROL OF THE BUSINESS AFFAIRS OF THE CORPORATION AND SHALL HAVE AND EXCERCISE ALL OF THE POWERS WHICH MAY BE EXCERCISED OR PERFORMED BY THE CORPORATION UNDER THE LAWS OF THE STATE OF KANSAS AND THESE AMENDED BYLAWS, WITH DUE REGARD FOR THE POWERS RESERVED TO THE CORPORATE MEMBER AS STATED IN ARTICLE III OF THESE AMENDED BYLAWS. PROVIDING COMPLETE COPY OF FORM 990 TO ALL MEMBERS BEFORE FILING FORM 990, PART VI SECTION B, LINE 11B THE ORGANIZATION EMAILS A COPY OF THE FINAL VERSION OF FORM 990 TO EACH BOARD MEMBER BEFORE IT IS FILED. ONCE THE 990 IS COMPLETE AND FILED, IT IS PRESENTED AT THE NEXT BOARD MEETING FOR BOARD REVIEW. THE FORM 990 IS ALSO REVIEWED BY SISTERS OF CHARITY OF LEAVENWORTH HEALTH SYSTEM FINANCE PERSONNEL AND IS PREPARED AND REVIEWED BY AN INDEPENDENT ACCOUNTING FIRM.
ORGANIZATION MONITORS AND ENFORCES COMPLIANCE WITH THE POLICY
FORM 990, PART VI SECTION B, LINE 12C: THE CONFLICT OF INTEREST POLICY FOR CARITAS CLINICS, INC., IS ENFORCED FOR ALL BOARD DIRECTORS, EXECUTIVE OFFICERS, ADMINISTRATIVE STAFF MEMBERS, EMPLOYEES AND VOLUNTEERS OF THE CLINICS. THE PRESIDENT SHALL APPROVE OR DISAPPROVE ANY PROPOSED TRANSACTIONS AFFECTED BY THE POSSIBLE EXISTENCE OF A CONFLICT OF INTEREST AND SHALL MAKE A REPORT OF SUCH ACTION TO THE GOVERNANCE COMMITTEE; EXCEPT HOWEVER, IN THE EVENT A PROPOSED TRANSACTION AFFECTED BY THE POSSIBLE EXISTENCE OF A CONFLICT OF INTEREST DIRECTLY OR INDIRECTLY INVOLVES A MEMBER OF THE BOARD OF DIRECTORS, THE PRESIDENT SHALL PROMPTLY REPORT THE POSSIBLE EXISTENCE OF A CONFLICT OF INTEREST TO THE CHAIRMAN OF THE BOARD OF DIRECTORS, WHO SHALL PRESENT THE REPORT TO THE GOVERNANCE COMMITTEE FOR EVALUATION AND PRESENTATION TO THE BOARD OF DIRECTORS FOR ITS ACTION. A FULL DISCLOSURE OF ALL FACTS PERTAINING TO ANY TRANSACTION THAT IS SUBJECT TO ANY DOUBT CONCERNING THE POSSIBLE EXISTENCE OF A CONFLICT OF INTEREST SHALL BE MADE BEFORE CONSUMMATING THE TRANSACTION. ANNUALLY THE EXECUTIVE DIRECTOR WILL SEND THE BOARD OF DIRECTORS, ALL ADMINISTRATIVE STAFF MEMEBERS AND EMPLOYEES HAVING RESPONSIBILITIES IN CONNECTION WITH PURCHASE OF GOODS AND SERVICES, A COPY OF THIS POLICY, TOGETHER WITH AN EXPLANATION AND QUESTIONNAIRE TO BE COMPLETED AND RETURNED. THE PRESIDENT AND SECRETARY SHALL REVIEW EACH COMPLETED QUESTIONNAIRE (OTHER THAN THE QUESTIONNAIRE OF THE PRESIDENT) AND SHALL MAKE FURTHER INVESTIGATION OF POSSIBLE CONFLICTS OF INTEREST INVOLVING SUCH PERSONS AS THEY MIGHT DEEM APPROPRIATE AND SHALL MAKE AN APPROPRIATE REPORT TO THE BOARD OF DIRECTORS CONCERNING SUCH REVIEW AND INVESTIGATION. THE QUESTIONNAIRE COMPLETED ANNUALLY BY THE PRESIDENT SHALL BE REVIEWED AND INVESTIGATED FOR ANY POSSIBLE CONFLICT OF INTEREST DISCLOSED THEREBY AND SHALL BE REVIEWED BY THE COMMITTEE HAVING RESPONSIBLITY FOR REVIEW OF SIMILAR QUESTIONNAIRES COMPLETED BY THE BOARD OF DIRECTORS. ANY NEW BOARD MEMBERS, ADMINISTRATIVE STAFF MEMBERS, EMPLOYEES AND VOLUNTEERS HAVING RESPONSIBILITIES IN CONNECTION WITH PURCHASE OF GOODS AND SERVICES, SHALL PARTICIPATE IN A SIMILAR PROCEDURE CONCURRENT WITH ASSUMPTION OF SUCH RESPONSIBLITIES. IN CONNECTION WITH AN ACTUAL CONFLICT OF INTEREST, AN INTERESTED PERSON MUST DISCLOSE THE EXISTENCE AND NATURE OF HIS FINANCIAL INTEREST TO THE BOARD AND MEMBERS OF COMMITTEES WITH BOARD DELEGATED POWERS CONSIDERING THE PROPOSED TRANSACTION OR ARRANGEMENT. AFTER DISCLOSURE OF THE FINANCIAL INTEREST, THE INTERESTED PERSON SHALL LEAVE THE BOARD OR COMMITTEE MEETING WHILE THE FINANCIAL INTEREST IS BEING DISCUSSED AND VOTED UPON AND SHALL NOT BE PERMITTED TO DISCUSS OR VOTE IN SUCH MATTERS. THE REMAINING BOARD OR COMMITTEE MEMBERS SHALL DECIDE, BY VOTE, IF A CONFLICT OF INTEREST EXISTS. THE CHAIR OF THE BOARD OR COMMITTEE SHALL, IF APPROPRIATE, APPOINT A DISINTERESTED PERSON OR COMMITTEE TO INVESTIGATE ALTERNATIVES TO THE PROPOSED TRANSACTION OR ARRANGEMENT. AFTER EXCERCISING DUE DILIGENCE, THE BOARD OR COMMITTEE SHALL DETERMINE WHETHER THE CORPORATION CAN OBTAIN A MORE ADVANTAGEOUS TRANSACTION OR ARRANGEMENT WITH REASONABLE EFFORTS FROM A PERSON OR ENTITY THAT WOULD NOT GIVE RISE TO A CONFLICT OF INTEREST. IF A MORE ADVANTAGEOUS TRANSACTION OR ARRANGEMENT IS NOT REASONABLY ATTAINABLE UNDER CIRCUMSTANCES THAT WOULD NOT GIVE RISE TO A CONFLICT OF INTEREST, THE BOARD OR COMMITTEE SHALL DETERMINE BY A MAJORITY VOTE OF THE DISINTERESTED DIRECTORS WHETHER THE TRANSACTION OR ARRANGEMENT IS IN THE CORPORATION'S BEST INTEREST AND FOR ITS OWN BENEFIT AND WHETHER THE TRANSACTION IS FAIR AND REASONABLE TO THE CORPORATION AND SHALL MAKE ITS DECISION AS TO WHETHER TO ENTER INTO THE TRANSACTION OR ARRANGEMENT IN CONFORMITY WITH SUCH DETERMINATION. IF A BOARD MEMBER OR COMMITTEE MEMBER DISCLOSES A CONFLICT OF INTEREST THAT MEETS ANY OF THE DISABLING GUIDELINES, THE GOVERNANCE COMMITTEE SHALL DETERMINE THE APPROPRIATE ACTION TO ADDRESS THE CONFLICT. IF THE BOARD OR COMMITTEE HAS REASONABLE CAUSE TO BELIEVE THAT A MEMBER OF THE BOARD OR COMMITTEE OR AN OFFICER HAS FAILED TO DISCLOSE ACTUAL OR POSSIBLE CONFLICTS OF INTEREST, IT SHALL INFORM THE MEMBER OR OFFICER OF THE BASIS FOR SUCH BELIEF AND AFFORD SUCH PERSON AN OPPORTUNITY TO EXPLAIN THE ALLEGED FAILURE TO DISCLOSE. IF, AFTER HEARING THE RESPONSE OF SUCH PERSON AND MAKING SUCH FURTHER INVESTIGATION AS MAY BE WARRANTED IN THE CIRCUMSTANCES, THE BOARD OR COMMITTEE DETERMINES THAT SUCH PERSON HAS IN FACT FAILED TO DISCLOSE AN ACTUAL POSSIBLE OR APPARENT CONFLICT OF INTEREST, IT SHALL TAKE APPROPRIATE DISIPLINARY AND CORRECTIVE ACTION.
PROCESS FOR DETERMINING COMPENSATION OF CEO, DIRECTOR AND OFFICER
FORM 990, PART VI, SECTION B, 15A & B: SCLHS EMPLOYS THE EXECUTIVE TEAM AT EACH OF ITS HOSPITAL AFFILIATES. AS PART OF ITS ANNUAL REVIEW PROCESS, SCLHS USES THE FOLLOWING TO ESTABLISH THE COMPENSATION OF THOSE IN THESE POSISTIONS: -COMPENSATION COMMITTEE -INDEPENDENT COMPENSATION CONSULTANT -WRITTEN EMPLOYMENT CONTRACTS -COMPENSATION SURVEYS AND STUDIES -APPROVAL BY THE BOARD OF COMPENSATION COMMITTEE THE ABOVE SUPPORTS 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 EXECUTIVE OF SIMILAR SIZED ORGANIZATIONS OVERALL. SCLHS' EXECUTIVE COMPENSATION IS COMPARABLE TO THAT PROVIDED IN SIMILAR, NOT-FOR PROFIT HEALTHCARE SYSTEMS AND HOSPITALS. GOVERNING DOCUMENTS AVALIABLE TO PUBLIC FORM 990, PART VI, SECTION C, LINE 19 ALL GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICIES, AND FINANCIAL STATEMENTS ARE KEPT BY THE EXECUTIVE DIRECTOR AND ARE AVAILABLE UPON REQUEST.
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.