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
Presence Ambulatory Services
Employer identification number
36-4286236
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.") .
94,484
179,037
82,827
176,181
181,126
713,655
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......
4,117,712
6,080,229
2,831,303
6,474,633
5,986,561
25,490,438
3
Gross receipts from activities that are not an unrelated trade or business under section 513..
-6,655
30,557
23,902
4
Tax revenues levied for the organization's benefit and either paid to or expended on its behalf...
0
5
The value of services or facilities furnished by a governmental unit to the organization without charge..
0
6
Total. Add lines 1 through 5.
4,205,541
6,259,266
2,944,687
6,650,814
6,167,687
26,227,995
7a
Amounts included on lines 1, 2, and 3 received from disqualified persons...
0
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.
0
c
Add lines 7a and 7b..
0
8
Public support (Subtract line 7c from line 6.)
26,227,995
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...
4,205,541
6,259,266
2,944,687
6,650,814
6,167,687
26,227,995
10a
Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..
0
b
Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975.
0
c
Add lines 10a and 10b.
0
11
Net income from unrelated business activities not included in line 10b, whether or not the business is regularly carried on.
0
12
Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.)
..
130,981
151,237
34,579
7,602
9,732
334,131
13
Total support. (Add lines 9, 10c, 11, and 12.)..
4,336,522
6,410,503
2,979,266
6,658,416
6,177,419
26,562,126
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
98.742 %
16
Public support percentage from 2012 Schedule A, Part III, line 15
...............
16
98.500 %
Section D. Computation of Investment Income Percentage
17
Investment income percentage for 2013 (line 10c, column (f) divided by line 13, column (f))
......
17
0 %
18
Investment income percentage from 2012 Schedule A, Part III, line 17
.............
18
0 %
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
Presence Ambulatory Services
Employer identification number
36-4286236
Return Reference
Explanation
MISSION STATEMENT
FORM 990, PART I, LINE 1 PRESENCE AMBULATORY SERVICES (PAS) PROVIDES THE HIGHEST QUALITY MEDICAL CARE SUPPORTED BY FULL MEDICAL SERVICE UNITS. PAS IS DEDICATED TO EASY OUTPATIENT SURGERIES, ENDOSCOPY, AND MINOR MEDICAL PROCEDURES. MISSION STATEMENT FORM 990, PART III, QUESTION 1 THE CORPORATION IS PART OF THE PRESENCE HEALTH SYSTEM AND ACTS IN ACCORDANCE WITH THE PRESENCE HEALTH MISSION, WHICH IS AS FOLLOWS: INSPIRED BY THE HEALING MINISTRY OF JESUS CHRIST AND AS PART OF PRESENCE HEALTH, A CATHOLIC HEALTH SYSTEM, PRESENCE AMBULATORY SERVICES PROVIDES HEALTHCARE SERVICES IN A COMPASSIONATE, HOLISTIC MANNER IN THE SPIRIT OF HEALING AND HOPE.
COMPENSATION AND FORM W-3 TRANSMITTAL OF WAGES AND TAX STATEMENT
FORM 990, PART I, QUESTION 5, AND PART V, QUESTION 2 PRESENCE AMBULATORY SERVICES (THE "CORPORATION") REPORTS 0 EMPLOYEES ON FORM 990, PART I, QUESTION 5 AND FORM 990, PART V, QUESTION 2A AS IT IS NOT REQUIRED TO FILE FORM W-3, TRANSMITTAL OF WAGES AND TAX STATEMENT. THE CORPORATION'S COMPENSATION IS PAID BY PRESENCE RESURRECTION MEDICAL CENTER ("PRMC"), WHICH ISSUES THE FORMS W-2 AND W-3, AND THE EXPENSE IS TRANSFERRED TO THE CORPORATION. THE COMPENSATION AMOUNTS REPORTED IN THIS 990 REFLECT THE AMOUNT TRANSFERRED TO THE CORPORATION FROM PRMC.
FORM 1096 TRANSMITTAL OF U.S. INFORMATION RETURNS
FORM 990, PART V, QUESTION 1A PRESENCE AMBULATORY SERVICES (THE "CORPORATION") REPORTS 0 ON FORM 990, PART V, QUESTION 1A AS IT IS NOT REQUIRED TO FILE FORM 1096, TRANSMITTAL OF U.S. INFORMATION RETURNS. ALL OF THE CORPORATION'S ACCOUNTS PAYABLE REPORTABLE ON FORM 1096 ARE PAID BY PRESENCE RESURRECTION MEDICAL CENTER ("PRMC"), WHICH ISSUES ALL FORMS 1099, AND THE EXPENSE IS TRANSFERRED TO THE CORPORATION. THE COMPENSATION AMOUNTS REPORTED IN THIS 990 REFLECT THE AMOUNT TRANSFERRED TO THE CORPORATION FROM PRMC.
CHANGES TO ORGANIZATIONAL DOCUMENTS
FORM 990, PART VI, QUESTION 4 THE BYLAWS OF THE CORPORATION WERE AMENDED EFFECTIVE DECEMBER 6, 2013 TO CLARIFY MEMBER'S POWERS AND TO FURTHER FACILITATE UNIFORMITY IN ORGANIZATION BETWEEN ENTITIES FROM THE RESURRECTION AND PROVENA HEALTHCARE SYSTEMS INTO ONE SYSTEM, KNOWN AS PRESENCE HEALTH.
MEMBERS OR SHAREHOLDERS
FORM 990, PART VI, QUESTION 6 PRESENCE AMBULATORY SERVICES HAS ONE MEMBER, PRESENCE RHC CORPORATION.
PERSONS WITH AUTHORITY TO ELECT MEMBERS OF THE GOVERNING BODY
FORM 990, PART VI, QUESTION 7A THE CORPORATION'S SOLE MEMBER, PRESENCE RHC CORPORATION, HAS THE POWER TO APPOINT MEMBERS OF THE GOVERNING BODY, OTHER THAN EX-OFFICIO DIRECTORS.
DECISIONS OF GOVERNING BODY APPROVAL BY MEMBERS OR SHAREHOLDERS
FORM 990, PART VI, QUESTION 7B PRESENCE RHC CORPORATION (THE "MEMBER"), THROUGH ITS BOARD OF DIRECTORS, HAS CERTAIN RESERVE POWERS WITH RESPECT TO THE FOLLOWING. GENERAL POWERS: THE MEMBER SHALL PROVIDE OVERSIGHT AND SUPPORT FOR THE ACTIVITIES OF THE CORPORATION, FOR THE PURPOSE OF ASSURING THAT ALL ACTIONS OF THE CORPORATION ARE CONSISTENT WITH THE MISSIONAND VALUES OF THE SYSTEM; THE PURPOSES OF THE CORPORATION; THE ETHICAL AND RELIGIOUS DIRECTIVES; THE PRESENCE HEALTH SYSTEM STRATEGIC PLAN; AND BEST PRACTICES. EXCLUSIVE POWERS: IN FURTHERANCE OF THE EXERCISE OF ITS GENERAL POWERS, THE CORPORATE MEMBER SHALL HAVE THE EXCLUSIVE POWER TO: A) AMEND OR REPEAL THE BYLAWS OF THE CORPORATION; B) APPOINT AND REMOVE ALL OFFICERS OF THE CORPORATIONAND ALL OF THE DIRECTORS OF THE CORPORATION, OTHER THAN ANY EX-OFFICIO DIRECTORS. C) APPROVE CAPITAL AND OPERATING BUDGETS, AND LONG-TERM CAPITAL EQUIPMENT PLANS FOR THE CORPORATION; D) APPROVE UNBUDGETED EXPENDITURES IN EXCESS OF THE LIMIT, ESTABLISHED BY THE CORPORATE MEMBER FROM TIME TO TIME; E) APPROVE ANY BORROWING OR SIGNIFICANT INCURRENCE OF DEBT BY THE CORPORATION IN EXCESS OF THE LIMIT ESTABLISHED BY THE MEMBER FROM TIME TO TIME, OR ANY SALE, PURCHASE, ALIENATION, EXCHANGE, SIGNIFICANT LEASES (OTHER THAN IN THE ORDINARY COURSE) OR ENCUMBRANCES OF THE CORPORATION'S REAL PROPERTY, EXCEPT THOSE MADE PURSUANT TO APPROVED BUDGETS. F) APPROVE EXECUTION OF ANY DEEDS, MORTGAGES, BONDS, OR MAJOR EQUIPMENT LEASES, EXCEPT THOSE ENTERED INTO PURSUANT TO APPROVED BUDGETS. G) APPROVE ANY OTHER SIGNIFICANT AND UNBUDGETED SALE, PURCHASE, EXCHANGE, LEASE (OTHER THAN IN THE ORDINARY COURSE) TRANSFER, LITIGATION OR LEGAL SETTLEMENT, BENEFITS PACKAGES, ENCUMBRANCE OR OTHER DISPOSITION OR OTHER SIGNIFICANT TRANSACTION INVOLVING THE NON-REAL-ESTATE ASSETS OF THE CORPORATION IN EXCESS OF THE LIMIT ESTABLISHED BY THE MEMBER FROM TIME TO TIME. H) APPROVE MATERIAL CHANGES IN THE KIND OF SERVICES RENDERED, SUCH AS THE ADDITION OR DISCONTINUATION OF ANY MAJOR SERVICE LINE (E.G.,OBSTETRICS) OR CHANGE IN THE FUNDAMENTAL NATURE OF SERVICES PROVIDED BY THE CORPORATION (E.G., A CHANGE REQUIRING A DIFFERENT KIND OF LICENSE). I) APPROVE STATEGIC PLANS FOR THE CORPORATION CONSISTENT WITH AND IN FURTHERANCE OF SYSTEM MISSION AND VALUES, AND RESPONSIVE TO THE NEEDS OF THE COMMUNITIES SERVED BY THE CORPORATION AND SUPPORT THE ABILITY OF THE CORPORATION AND ITS AFFILIATES TO PROVIDE HIGH-QUALITY CARE AND SERVICES. J) APPROVE ANY CONTRACT FOR THE MANAGEMENT OF ALL OR SUBSTANTIALLY ALL OF THE CORPORATION OR ANY HEALTH CARE FACILITIES OWNED BY THE CORPORATION. K) APPROVE ANY SELECTION OR MODIFICATION OF THE BUSINESS NAME OR LOGO OF THE CORPORATION OR ANY PROGRAM OR DIVISION OF THE CORPORATION, OR THE USE OF ANY CORPORATE OR BUSINESS NAME OF THE CORPORATION BY ANY ENTITY OTHER THAN THE MEMBER OR AN AFFILIATE. L) PROVIDE OR ASSURE THE PROVISION OF APPROPRIATE INSURANCE COVERAGE, STANDARDIZED EMPLOYEE BENEFITS, INFORMATION SYSTEMS AND TECHNOLOGY, FINANCIAL MANAGEMENT SERVICES, LEGAL, MARKETING, RISK MANAGEMENT AND OTHER ADMINISTRATIVE SERVICES NECESSARY TO SUPPORT THE CORPORATION'S OPERATIONS. M) APPROVE THE ESTABLISHMENT, TERMINATION, OR SALE OF ANY SIGNIFICANT JOINT VENTURE RELATIONSHIP BY THE CORPORATION. N) APPROVE THE ACQUISITION OR DEVELOPMENT OF ANY BUSINESS OR ACTIVITY UNRELATED TO THE PROVISION OF HEALTH CARE SERVICES. O) APPROVE THE CREATION OF ANY NEW AFFILIATE TO BE OWNED OR CONTROLLED BY THE CORPORATION. P) DIRECT AND APPROVE ANY CONTRIBUTIONS, DONATIONS OR OTHER ASSET TRANSFERS WITHOUT CONSIDERATION TO THE MEMBER OR ANY AFFILIATE, IN FURTHERANCE OF THE MISSION AND VALUES. Q) APPROVE ACCEPTANCE OF A CONTRIBUTION THAT IMPOSES A MATERIAL OBLIGATION ON THE CORPORATION, IF APPROVED BY THE CORPORATION'S APPLICABLE FOUNDATION OR FUNDRAISING AFFILIATE AS CONSISTENT WITH THE CORPORATION'S AND SYSTEM'S MISSION AND GOALS. R) DEFINE THE CRITERIA FOR THE SELECTION OF BANKS AND OTHER FINANCIAL DEPOSITORIES TO BE USED BY THE CORPORATION, AND AUTHORIZE THE PROCESS BY WHICH SIGNATORIES ON ALL BANK AND SIMILAR ACCOUNTS OF THE CORPORATION ARE APPROVED. S) SELECT INDEPENDENT AUDITORS FOR THE CORPORATION, IN CONNECTION WITH THE CONSOLIDATED AUDIT OF ALL SYSTEM ENTITIES. T) APPROVE OR CHANGE THE CORPORATION'S REGISTERED AGENT OR REGISTERED OFFICE, AS APPROPRIATE FROM TIME TO TIME. U) APPROVE ANY VOLUNTARY CHANGE TO THE CORPORATION'S STATUS OF AN ORGANIZATION EXEMPT FROM TAXATION UNDER SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE, AS AMENDED FROM TIME TO TIME. APPROVAL AND RECOMMENDATION POWERS: TO BE EFFECTIVE, THE ACTIONS SET FORTH BELOW MUST BE APPROVED BY BOTH THE CORPORATION'S BOARD OF DIRECTORS AND THE MEMBER. SUCH ACTIONS MAY BE INITIATED EITHER BY THE MEMBER OR THE CORPORATION'S BOARD. A) ADOPTION, AMENDMENT OR REPEAL OF THE ARTICLES OF INCORPORATION OF THE CORPORATION. B) ADOPTION OF ANY PLAN OF MERGER, CONSOLIDATION, OR DISSOLUTION OF THE CORPORATION.
FORM 990 REVIEW PROCESS
FORM 990, PART VI, QUESTION 11B THE DRAFT FORM 990 IS PREPARED BY THE CORPORATION'S ACCOUNTING FIRM WITH ASSISTANCE FROM THE SYSTEM FINANCE DEPARTMENT. THE RETURN IS THEN REVIEWED BY MANAGEMENT, INCLUDING SENIOR LEADERS FROM LEGAL, COMPLIANCE, HUMAN RESOURCES AND THE SYSTEM CEO FOR ACCURACY AND COMPLETENESS. AS NECESSARY, MANAGEMENT CONSULTS WITH EXTERNAL LEGAL AND OTHER EXPERTS TO ASSURE ACCURACY. THE FINAL FORM 990 IS PROVIDED TO THE CORPORATION'S BOARD OF DIRECTORS FOR REVIEW PRIOR TO FILING.
PROCEDURES FOR ADDRESSING CONFLICTS OF INTEREST
FORM 990, PART VI, LINE 12C THE PURPOSE OF THE CONFLICT OF INTEREST POLICY IS TO PROTECT THE INTERESTS OF PRESENCE HEALTH NETWORK AND ALL OF ITS AFFILIATED MINISTRIES (COLLECTIVELY "PRESENCE HEALTH") WHEN IT IS CONTEMPLATING ENTERING INTO A TRANSACTION OR ARRANGEMENT THAT MIGHT BENEFIT THE PRIVATE INTEREST OF ANY DIRECTOR, TRUSTEE, OFFICER, CORPORATE MEMBER APPOINTEE, MEMBER OF A COMMITTEE WITH BOARD-DELEGATED POWERS, SENIOR LEADERS, AND OTHERS IN A RECENT POSITION TO EXERCISE SUBSTANTIAL INFLUENCE OVER PRESENCE HEALTH ("INTERESTED PERSONS"), AND CLARIFY THE STANDARDS OF CONDUCT, DUTIES AND OBLIGATIONS OF INTERESTED PERSONS IN THE CONTEXT OF POTENTIAL CONFLICTS OF INTEREST BY PROVIDING A METHOD FOR DISCLOSING AND RESOLVING SUCH POTENTIAL CONFLICTS. NO PRESENCE HEALTH ENTITY WILL ENGAGE IN ANY CONTRACT, TRANSACTION OR ARRANGEMENT INVOLVING A CONFLICT OF INTEREST UNLESS DISINTERESTED MEMBERS OF THE APPLICABLE BOARD OF DIRECTORS OR OTHER GOVERNING BODY DETERMINE BY A MAJORITY VOTE THAT APPROPRIATE SAFEGUARDS TO PROTECT THE CHARITABLE MISSION OF PRESENCE HEALTH HAVE BEEN IMPLEMENTED. TO FACILITATE THIS POLICY, ALL INTERESTED PERSONS HAVE A CONTINUING OBLIGATION TO PROMPTLY DISCLOSE THE EXISTENCE AND NATURE OF ANY ACTUAL, APPARENT, OR POTENTIAL CONFLICTS OF INTEREST HE/SHE MAY HAVE. ALL DISCLOSURES MUST BE PROVIDED TO THE SYSTEM COMPLIANCE OFFICER AND GENERAL COUNSEL IN A WRITTEN DESCRIPTION OF THE MATERIAL FACTS. DISCLOSURE SHALL BE ON A CONFLICTS OF INTEREST QUESTIONNAIRE OR SIMILAR FORMAT AS DESCRIBED IN THE CONFLICTS OF INTEREST POLICY. ALL INTERESTED PERSONS SHALL ALSO COMPLETE A QUESTIONNAIRE BASED ON THE ASSUMPTION OF THE BOARD (OR OTHER RELEVANT) POSITION, AND THEREAFTER ON AT LEAST AN ANNUAL BASIS OR WHEN AN ACTUAL, APPARENT, OR POTENTIAL CONFLICT ARISES. AT ANY TIME THAT AN ACTUAL, APPARENT OR A POTENTIAL CONFLICT OF INTEREST IS IDENTIFIED TO THE CORPORATION'S BOARD OF DIRECTORS, WHETHER THROUGH THE VOLUNTARY SUBMISSION OF A DISCLOSURE STATEMENT BY AN INTERESTED PERSON, OR BY A DISCLOSURE BY A PERSON OTHER THAN THE SUBJECT INTERESTED PERSON, THE CORPORATION'S BOARD OR APPLICABLE COMMITTEE SHALL REVIEW THE MATTER AND DETERMINE WHETHER A CONFLICT OF INTEREST EXISTS. ONCE ALL NECESSARY INFORMATION HAS BEEN OBTAINED, ONLY DISINTERESTED DIRECTORS/COMMITTEE MEMBERS VOTE TO DETERMINE WHETHER A CONFLICT OF INTEREST EXISTS. IF A CONFLICT IS FOUND TO EXIST THE INTERESTED PERSON WILL GENERALLY BE REQUIRED TO RECUSE HIM OR HERSELF DURING ANY MEETING IN WHICH THE BOARD OF DIRECTORS OR APPLICABLE COMMITTEE CONDUCTS THE EVALUATION OF THE SUBJECT TRANSACTION, EXCEPT TO ANSWER QUESTIONS AS MAY BE NECESSARY. TO ENSURE THAT THE PRESENCE HEALTH OPERATES IN A MANNER CONSISTENT WITH ITS CHARITABLE PURPOSES AND THAT IT DOES NOT ENGAGE IN ACTIVITIES THAT COULD JEOPARDIZE ITS EXEMPT STATUS, TRANSACTIONS INVOLVING INTERESTED PERSONS ARE ONLY APPROVED IF, AFTER EXERCISING REASONABLE DUE DILIGENCE, THE BOARD DETERMINES THEY ARE FAIR AND REASONABLE, TAKING INTO ACCOUNT FACTORS SUCH AS WHETHER PRESENCE HEALTH COULD OBTAIN A MORE ADVANTAGEOUS CONTRACT, TRANSACTION OR ARRANGEMENT. HOWEVER, LENDING MONEY OR GUARANTYING AN OBLIGATION OF A DIRECTOR, OFFICER, OR EMPLOYEE OF PRESENCE HEALTH (EXCLUSIVE OF CUSTOMARY INSURANCE COVERAGE FOR ACTS DONE IN CONNECTION WITH SUCH INDIVIDUAL'S SERVICE TO OR EMPLOYMENT BY PRESENCE HEALTH) IS STRICTLY PROHIBITED.
COMPENSATION AND APPROVAL PROCESS FOR OFFICERS AND KEY EMPLOYEES
FORM 990 PART VI, QUESTIONS 15A AND 15B, AND PART V, QUESTION 2A COMPENSATION FOR THE CORPORATION'S CEO AND OTHER OFFICERS AND KEY EMPLOYEES IS DETERMINED IN ACCORDANCE WITH WRITTEN POLICIES AND PROCEDURES ADOPTED BY THE BOARD OF DIRECTORS OF THE CORPORATION'S SOLE MEMBER, PRESENCE RHC CORPORATION (PRHCC) AND PRHCC'S SOLE MEMBER, PRESENCE HEALTH NETWORK, THE SYSTEM PARENT CORPORATION. SUCH POLICIES AND PROCEDURES ARE APPLIED BY THE HUMAN RESOURCES COMMITTEE OF THE SYSTEM PARENT CORPORATION, WHICH CONSISTS WHOLLY OF INDEPENDENT DIRECTORS. THE SYSTEM PARENT CORPORATION USES MARKET DATA COMPILED BY AN INDEPENDENT COMPENSATION CONSULTANT TO ESTABLISH BASE SALARIES AND TOTAL CASH COMPENSATION OPPORTUNITIES. THE SYSTEM PARENT'S HUMAN RESOURCES COMMITTEE MONITORS EXECUTIVE TOTAL COMPENSATION AND APPROVES ALL COMPONENTS OF EXECUTIVE TOTAL COMPENSATION, ANNUALLY REVIEWING AND APPROVING COMPENSATION CHANGES FOR EACH EXECUTIVE, AND REGULARLY REPORTING ITS ACTIVITIES TO THE SYSTEM PARENT'S BOARD.
DOCUMENT AVAILABILITY
FORM 990, PART VI, LINE 19 THE CORPORATION'S ARTICLES OF INCORPORATION ARE ON FILE WITH THE STATE OF ILLINOIS. THE CONSOLIDATED AUDITED FINANCIAL STATEMENTS OF THE CORPORATION, TOGETHER WITH ITS AFFILIATES, ARE AVAILABLE FROM THE NATIONAL DISSEMINATION AGENT AS REQUIRED BY PRESENCE HEALTH SYSTEM'S BOND DOCUMENTS. CONFLICTS OF INTEREST POLICIES ARE NOT MADE AVAILABLE TO THE PUBLIC, HOWEVER A SUMMARY OF THE CURRENT POLICY IS ANNUALLY INCLUDED IN SCHEDULE O OF THE CORPORATION'S FORM 990.
COMMON PAYMASTER
FORM 990, PART VII, SECTIONS A & B PRESENCE RESURRECTION MEDICAL CENTER ("PRMC") (FEIN 36-3330926) ACTS AS THE AGENT FOR THE CORPORATION. CASH IS SWEPT FROM THE CORPORATION ON A DAILY BASIS TO PRMC AND PRMC ISSUES ALL PAYROLL AND ACCOUNTS PAYABLE CHECKS ON BEHALF OF AND AS AGENT FOR THE CORPORATION AND THE APPROPRIATE ACCOUNTING ENTRIES ARE RECORDED.
AUDITED FINANCIAL STATEMENTS
FORM 990, PART XII, LINE 2B AN INDEPENDENT ACCOUNTANT ANNUALLY AUDITS THE CONSOLIDATED FINANCIAL STATEMENTS OF PRESENCE HEALTH NETWORK AND ITS AFFILIATES. THE AUDIT OPINION IS ISSUED ON THE CONSOLIDATED FINANCIAL STATEMENTS AND EACH AFFILIATE IS NOT SEPARATELY AUDITED.
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.