Attach to Form 990 or 990-EZ.
Information about Schedule O (Form 990 or 990-EZ) and its instructions is at| Return Reference | Explanation |
|---|---|
| FORM 990, PART VI, SECTION A, LINE 6 | THE SOLE MEMBER OF HOLY SPIRIT CORPORATION IS HOLY SPIRIT HEALTH SYSTEM, A PENNSYLVANIA NON-PROFIT CORPORATION. |
| FORM 990, PART VI, SECTION A, LINE 7A | THE CHAIRPERSON OF THE BOARD OF TRUSTEES, SISTERS OF CHRISTIAN CHARITY HEALTH CARE CORPORATION, HAS THE POWER TO APPOINT OR REMOVE THE PRESIDENT OF THE CORPORATION. THE BOARD OF DIRECTORS OF HOLY SPIRIT HEALTH SYSTEM (SOLE CORPORATE MEMBER OF HOLY SPIRIT CORPORATION) HAS THE POWER TO ELECT THE DIRECTORS OF HOLY SPIRIT CORPORATION AND TO APPROVE THE NOMINEES FOR ELECTED OFFICERS OF HOLY SPIRIT CORPORATION. |
| FORM 990, PART VI, SECTION A, LINE 7B | THE GOVERNANCE STRUCTURE OF HOLY SPIRIT HEALTH SYSTEM PROVIDES RESERVED POWERS IN FAVOR OF SISTERS OF CHRISTIAN CHARITY HEALTH CARE CORPORATION (PARENT) AND HOLY SPIRIT HEALTH SYSTEM (THE CORPORATE MEMBER OF ALL SUBSIDIARY CORPORATIONS). THE RESERVED POWERS PERTAIN TO (I) CAPITAL DEBT OR MODIFICATION OF EXISTING CAPITAL DEBT, (II) SALE OR TRANSFER OF ANY LAND OR BUILDING, (III) ACQUISITION OR PURCHASE OF ANY LAND OR BUILDING, (IV) LEASING OUTSIDE OF THE ORDINARY COURSE OF BUSINESS, (V) APPROVAL OF ANY GUARANTEE OF ANY DEBT, (VI) APPROVAL OF ANY MERGER, CONSOLIDATION, ORGANIZATION OR REORGANIZATION, JOINT VENTURE, OR ANY OTHER MODIFICATION OF CORPORATION STRUCTURE OR AFFILIATION, (VII) DISSOLUTION OR TERMINATION OF ANY EXISTING CORPORATION, (VIII) APPOINTMENT OF THE EXTERNAL FISCAL AUDITOR AND (IX) APPOINTMENT OF GENERAL COUNSEL. |
| FORM 990, PART VI, SECTION A, LINE 8B | THE CORPORATION DOES NOT HAVE ANY COMMITTEES. |
| FORM 990, PART VI, SECTION B, LINE 11 | IN ACCORDANCE WITH THE BYLAWS OF HOLY SPIRIT HEALTH SYSTEM (THE PARENT), THE FORM 990 WAS PRESENTED TO THE HEALTH SYSTEM'S FINANCE AND AUDIT COMMITTEE BY THE EXTERNAL TAX PREPARERS AND MANAGEMENT. FOLLOWING REVIEW AND APPROVAL BY THE FINANCE AND AUDIT COMMITTEE, THE FORM 990 WAS DISTRIBUTED TO THE BOARD OF DIRECTORS OF EACH CORPORATION BEFORE THE FORM 990 WAS FILED. |
| FORM 990, PART VI, SECTION B, LINE 12C | THE HOLY SPIRIT HOSPITAL BYLAWS HAVE A CONFLICT OF INTEREST PROVISION, SPECIFICALLY ARTICLE XII. ARTICLE XII IS APPLICABLE TO "ANY DIRECTOR, OFFICER, OR COMMITTEE MEMBER (TO INCLUDE ANY MEMBER OF HIS OR HER IMMEDIATE FAMILY)" AND DESCRIBES THE NATURE OF A CONFLICT OF INTEREST. IN ADDITION, THERE IS A PROVISION IN ARTICLE XII (SECTION 12.2.1) WHICH SETS FORTH THE METHODOLOGY TO DETERMINE WHETHER A DIRECTOR, OFFICER, OR COMMITTEE MEMBER HAS A CONFLICT OF INTEREST AND THE REQUIREMENTS PERTAINING TO REMOVAL OF THE DIRECTOR, OFFICER, OR COMMITTEE MEMBER WITH THE CONFLICT OF INTEREST FROM THE MEETING, IMPACT ON THE QUORUM, AND VOTING. SECTION 12.2 REQUIRES THAT IF A DIRECTOR, OFFICER, OR COMMITTEE MEMBER IS DETERMINED TO HAVE A CONFLICT OF INTEREST, THE INDIVIDUAL CANNOT BE PRESENT AT THE MEETING WHEN THE MATTER IS DISCUSSED OR VOTED UPON. ARTICLE XII ALSO REQUIRES THE BOARD OF DIRECTORS OF HOLY SPIRIT HEALTH SYSTEM TO ADOPT A CONFLICT OF INTEREST POLICY REQUIRING PERIODIC STATEMENTS (AT LEAST ANNUALLY) FROM DIRECTORS, OFFICERS, AND COMMITTEE MEMBERS TO DISCLOSE EXISTING AND POTENTIAL CONFLICTS OF INTEREST. IN ADDITION, THE BOARD IS REQUIRED TO TAKE CORRECTIVE AND DISCIPLINARY ACTION WITH RESPECT TO TRANSGRESSIONS OF THE CONFLICT OF INTEREST POLICY. EACH SUBSIDIARY CORPORATION HAS A COMPARABLE PROVISION IN ITS CURRENT BYLAWS. ALL DIRECTORS, OFFICERS, AND COMMITTEE MEMBERS ARE REQUIRED TO COMPLETE AN ANNUAL STATEMENT DISCLOSING EXISTING OR POTENTIAL CONFLICTS OF INTEREST. THIS ANNUAL DISCLOSURE REQUIREMENT HAS BEEN IN EFFECT FOR ALL CORPORATIONS FOR SEVERAL YEARS. THE HEALTH SYSTEM BOARD OF DIRECTORS ADOPTED A SEPARATE CONFLICT OF INTEREST POLICY ON MARCH 23, 2010. THAT CONFLICT OF INTEREST POLICY IS APPLICABLE TO ALL DIRECTORS, OFFICERS, KEY EMPLOYEES, AND COMMITTEE MEMBERS FOR HOLY SPIRIT HEALTH SYSTEM AND ALL SUBSIDIARY CORPORATIONS. THAT CONFLICT OF INTEREST POLICY ALSO HAS EXPANDED THE ANNUAL DISCLOSURE STATEMENT. IN ADDITION, THE CORPORATE COMPLIANCE PROGRAM FOR HOLY SPIRIT HEALTH SYSTEM PROVIDES A CONFLICT OF INTEREST POLICY WHICH IS SUBSTANTIALLY THE SAME AS THE ONE DESCRIBED ABOVE, EXCEPT THAT POLICY IS APPLICABLE TO ALL EMPLOYEES OF HOLY SPIRIT HEALTH SYSTEM AND ALL SUBSIDIARY CORPORATIONS. IT IS NOT APPLICABLE TO DIRECTORS, OFFICERS, OR COMMITTEE MEMBERS OF HOLY SPIRIT HEALTH SYSTEM OR ANY SUBSIDIARY CORPORATION. CONFLICT OF INTEREST STATEMENTS ARE SIGNED ANNUALLY BY THE BOARD OF DIRECTORS. IF ANY CONFLICT IS REPORTED, IT IS FORWARDED TO LEGAL COUNSEL FOR REVIEW AND OPINION. COMPLIANCE WITH THE POLICY IS MONITORED BY THE ADMINISTRATIVE ASSISTANT. |
| FORM 990, PART VI, SECTION B, LINE 15 | HOLY SPIRIT HEALTH SYSTEM (HOLY SPIRIT CORPORATION'S PARENT COMPANY) RETAINED A CONSULTING FIRM TO REVIEW THE EXECUTIVE COMPENSATION PROGRAMS. THE FIRM COLLECTED MARKET DATA FROM VARIOUS SOURCES. THE FIRM COMPARED HOLY SPIRIT HEALTH SYSTEM TO HOSPITALS IN SIMILAR SCOPE AND SCALE AND TRENDED THE DATA BASED ON THE FIRM'S US COMPENSATION PLANNING SURVEY TO ENSURE THAT COMPENSATION DOES NOT EXCEED FAIR MARKET VALUE. THE RESULTS AND RECOMMENDATIONS WERE PRESENTED TO THE BOARD. THE FOLLOWING POSITIONS THAT ARE ANALYZED ARE PRESIDENT, SENIOR VP MEDICAL AFFAIRS, SENIOR VP FINANCE, SENIOR VP AND CHIEF OPERATING OFFICER, SENIOR VP CORPORATE AFFAIRS, SENIOR VP OF HUMAN SERVICES, VP PATIENT CARE SERVICES, CHIEF INFORMATION OFFICER, VP RISK MANAGEMENT AND SUPPORT SERVICES, VP/COO SPIRIT PHYSICIAN SERVICES, AND VP/COO WEST SHORE ADVANCED LIFE SUPPORT. THE REVIEW AND APPROVAL PROCESS IS DOCUMENTED IN THE MEETING MINUTES OF THE COMPENSATION COMMITTEE. |
| FORM 990, PART VI, SECTION C, LINE 19 | THE ORGANIZATION'S GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY AND FINANCIAL STATEMENTS ARE AVAILABLE TO THE PUBLIC UPON REQUEST. |
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