Attach to Form 990 or Form 990-EZ.
Information about Schedule A (Form 990 or 990-EZ) and its instructions is at www.irs.gov/form990.
| (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 listed in your governing document? | (v) Amount of monetary support (see instructions) | (vi) Amount of other support (see instructions) | |
|---|---|---|---|---|---|---|
| Yes | No | |||||
| (A)
PRESENCE HOSPITALS PRV |
364195126 | 03 | Yes | 0 | 66,275,971 | |
| (B)
MEDICARE VALUE PARTNERS |
363495969 | 03 | Yes | 0 | 0 | |
| (C)
PRESENCE HOLY FAMILY MEDICAL CENTER |
362439318 | 03 | Yes | 0 | 787,440 | |
| (D)
MOUNT LORETTO NURSING HOME INC |
141363014 | 03 | No | 0 | 0 | |
| (E)
PRESENCE OUR LADY OF THE RESURRECTION MEDICAL CENTER |
362644178 | 03 | Yes | 0 | 1,953,820 | |
| (F)
PRESENCE CARE HOME |
460483587 | 09 | Yes | 0 | 16,060 | |
| (G)
PRESENCE HOME CARE |
460483581 | 09 | Yes | 0 | 274,128 | |
| (H)
LAVERNA TERRACE HOUSING CORPORATION |
363438977 | 09 | Yes | 0 | 0 | |
| (I)
PRESENCE LIFE CONNECTIONS |
371127787 | 07 | Yes | 0 | 3,014,629 | |
| (J)
PRESENCE BEHAVIORAL HEALTH |
362709982 | 03 | Yes | 0 | 150,784 | |
| (K)
PRESENCE AMBULATORY SERVICES |
364286236 | 03 | Yes | 0 | 65,188 | |
| (L)
PRESENCE HEALTH FOUNDATION BOARD OF TRUSTEES |
363330929 | 07 | No | 0 | 13,427 | |
| (M)
PRESENCE HOME CARE SERVICES |
362893936 | 03 | Yes | 0 | 76,963 | |
| (N)
PRESENCE RESURRECTION MEDICAL CENTER |
363330926 | 03 | Yes | 0 | 3,678,672 | |
| (O)
RESURRECTION NURSING HOME INC |
141348691 | 03 | No | 0 | 0 | |
| (P)
PRESENCE RHC SENIOR SERVICES |
237061646 | 03 | Yes | 0 | 697,405 | |
| (Q)
PRESENCE HEALTHCARE SERVICES |
363330928 | 03 | Yes | 0 | 935,879 | |
| (R)
PRESENCE SAINT FRANCIS HOSPITAL |
362167800 | 03 | Yes | 0 | 2,367,540 | |
| (S)
ST FRANCIS HOSPITAL AUXILIARY OF EVANSTON INC |
366143349 | 07 | No | 0 | 0 | |
| (T)
PRESENCE SAINT MARY AND ELIZABETH MEDICAL CENTER |
362171079 | 03 | Yes | 0 | 4,320,663 | |
| (U)
PRESENCE SAINT JOSEPH HOSPITAL CHICAGO |
363200170 | 03 | Yes | 0 | 2,828,827 | |
| (V)
ARTHUR MERKLE - CLARA KNIPPRATH NURSING HOME |
362841358 | 09 | Yes | 0 | 0 | |
| (W)
RAINBOW HOSPICE AND PALLATIVE CARE |
363296367 | 09 | No | 0 | 0 | |
| (X)
PRESENCE NAZARETHVILLE |
362801392 | 09 | Yes | 0 | 38,501 | |
Total 24
|
0 | |||||
Calendar year (or fiscal year beginning in) ![]() |
(a) 2010 | (b) 2011 | (c) 2012 | (d) 2013 | (e) 2014 | (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. | ||||||
Calendar year
(or fiscal year beginning in) ![]() |
(a) 2010 | (b) 2011 | (c) 2012 | (d) 2013 | (e) 2014 | (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 VI.).. | ||||||
| 11 | Total support Add lines 7 through 10. | ||||||
Calendar year (or fiscal year beginning in) ![]() |
(a) 2010 | (b) 2011 | (c) 2012 | (d) 2013 | (e) 2014 | (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) 2010 | (b) 2011 | (c) 2012 | (d) 2013 | (e) 2014 | (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 VI.) .. | ||||||
| 13 | Total support. (Add lines 9, 10c, 11, and 12.).. | ||||||
| Section A - Adjusted Net Income | (A) Prior Year |
(B) Current Year (optional) |
||||
| 1 | Net short-term capital gain | 1 | ||||
| 2 | Recoveries of prior-year distributions | 2 | ||||
| 3 | Other gross income (see instructions) | 3 | ||||
| 4 | Add lines 1 through 3 | 4 | ||||
| 5 | Depreciation and depletion | 5 | ||||
| 6 | Portion of operating expenses paid or incurred for production or collection of gross income or for management, conservation, or maintenance of property held for production of income (see instructions) | 6 | ||||
| 7 | Other expenses (see instructions) | 7 | ||||
| 8 | Adjusted Net Income (subtract lines 5, 6 and 7 from line 4) | 8 | ||||
| Section B - Minimum Asset Amount | (A) Prior Year |
(B) Current Year (optional) |
||||
| 1 | Aggregate fair market value of all non-exempt-use assets (see instructions for short tax year or assets held for part of year): | 1 | ||||
| a | Average monthly value of securities | 1a | ||||
| b | Average monthly cash balances | 1b | ||||
| c | Fair market value of other non-exempt-use assets | 1c | ||||
| d | Total (add lines 1a, 1b, and 1c) | 1d | ||||
| e | Discount claimed for blockage or other factors (explain in detail in Part VI): | |||||
| 2 | Acquisition indebtedness applicable to non-exempt use assets | 2 | ||||
| 3 | Subtract line 2 from line 1d | 3 | ||||
| 4 | Cash deemed held for exempt use. Enter 1-1/2% of line 3 (for greater amount, see instructions). | 4 | ||||
| 5 | Net value of non-exempt-use assets (subtract line 4 from line 3) | 5 | ||||
| 6 | Multiply line 5 by .035 | 6 | ||||
| 7 | Recoveries of prior-year distributions | 7 | ||||
| 8 | Minimum Asset Amount (add line 7 to line 6) | 8 | ||||
| Section C - Distributable Amount | Current Year | |||||
| 1 | Adjusted net income for prior year (from Section A, line 8, Column A) | 1 | ||||
| 2 | Enter 85% of line 1 | 2 | ||||
| 3 | Minimum asset amount for prior year (from Section B, line 8, Column A) | 3 | ||||
| 4 | Enter greater of line 2 or line 3 | 4 | ||||
| 5 | Income tax imposed in prior year | 5 | ||||
| 6 | Distributable Amount. Subtract line 5 from line 4, unless subject to emergency temporary reduction (see instructions) | 6 | ||||
| 7 | Check here if the current year is the organization's first as a non-functionally-integrated Type III supporting organization (see instructions) | |||||
| Section D - Distributions | Current Year | |
|---|---|---|
| 1 Amounts paid to supported organizations to accomplish exempt purposes | ||
|
2
Amounts paid to perform activity that directly furthers exempt purposes of supported organizations, in excess of income from activity |
||
| 3 Administrative expenses paid to accomplish exempt purposes of supported organizations | ||
| 4 Amounts paid to acquire exempt-use assets | ||
| 5 Qualified set-aside amounts (prior IRS approval required) | ||
| 6 Other distributions (describe in Part VI). See instructions | ||
| 7Total annual distributions. Add lines 1 through 6. | ||
|
8
Distributions to attentive supported organizations to which the organization is responsive (provide details in Part VI). See instructions |
||
| 9 Distributable amount for 2014 from Section C, line 6 | ||
| 10 Line 8 amount divided by Line 9 amount | ||
| Section E - Distribution Allocations (see instructions) |
(i) Excess Distributions |
(ii) Underdistributions Pre-2014 |
(iii) Distributable Amount for 2014 |
|
|---|---|---|---|---|
|
1
Distributable amount for 2014 from Section C, line 6 |
||||
|
2
Underdistributions, if any, for years prior to 2014 (reasonable cause required--see instructions) |
||||
| 3 Excess distributions carryover, if any, to 2014: | ||||
| a From 2009.......X | ||||
| b From 2010.......X | ||||
| c From 2011.......X | ||||
| d From 2012.......X | ||||
| e From 2013....... | ||||
| fTotal of lines 3a through e | ||||
| g Applied to underdistributions of prior years | ||||
| h Applied to 2014 distributable amount | ||||
|
i
Carryover from 2009 not applied (see instructions) |
||||
| j Remainder. Subtract lines 3g, 3h, and 3i from 3f. | ||||
| 4Distributions for 2014 from Section D, line 7: | ||||
| $ | ||||
| a Applied to underdistributions of prior years | ||||
| b Applied to 2014 distributable amount | ||||
| c Remainder. Subtract lines 4a and 4b from 4. | ||||
|
5
Remaining underdistributions for years prior to 2014, if any. Subtract lines 3g and 4a from line 2 (if amount greater than zero, see instructions) |
||||
|
6
Remaining underdistributions for 2014. Subtract lines 3h and 4b from line 1 (if amount greater than zero, see instructions) |
||||
|
7 Excess distributions carryover to 2015. Add lines 3j and 4c. |
||||
| 8 Breakdown of line 7: | ||||
| a From 2010.......X | ||||
| b From 2011.......X | ||||
| c From 2012.......X | ||||
| d From 2013....... | ||||
| e From 2014....... | ||||
| Facts And Circumstances Test |
|---|
| Return Reference | Explanation |
|---|---|
| Form Sch A Part IV Line Section A Line 1 | SUPPORTED ORGANIZATIONS NOT LISTED IN THE CORPORATION'S GOVERNING |
| Form Sch A Part IV Line Section A Line 2 | SUPPORTED ORGANIZATIONS WITHOUT IRS DETERMINATION OF STATUS UNDER |
| Form Sch A Part IV Line Section A Line 5a | ADDITIONS, SUBSTITUTIONS, OR REMOVAL OF SUPPORTED ORGANIZATIONS |
| Form Sch A Part IV Line Section A Line 6 | The Corporation has provided management and administrative services to a |
| Form Sch A Part IV Line Section D Line 2 | Relationship with supported organizations |
| Form Sch A Part IV Line Section D Line 3 | SIGNIFICANT VOICE IN THE OPERATIONS OF THE SUPPORTING ORGANIZATION |
| Form Sch A Part IV Line Section E Line 3a | Authority to appoint a majority of the officers and directors of |
| Form Sch A Part IV Line Section E Line 3b | Direction over policies, programs, and activities of supported |
| SCHEDULE A, PART I - LINE G, COLUMN VI | PRESENCE PRV HEALTH PROVIDED MANAGEMENT SERVICES TO ITS SUPPORTED |
| Software ID: | |
| Software Version: |
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, QUESTION 4 | THE CORPORATION'S ARTICLES OF INCORPORATION WERE AMENDED EFFECTIVE AUGUST 14, 2014 TO CONSOLIDATE IN ONE DOCUMENT ALL PRIOR AMENDMENTS CURRENTLY IN EFFECT AND TO REFLECT A COMMON FORMAT. THE MAIN RESULT WAS TO LIST THE AFFILIATES. THE BYLAWS OF THE CORPORATION WERE AMENDED EFFECTIVE FEBRUARY 12, 2014 TO REFLECT A COMMON FORMAT SUBJECT TO SUCH DIFFERENCES AS ARE NECESSARY TO REFLECT THE DIFFERENT PURPOSE OF THE CORPORATION AND CERTAIN GENERAL GOVERANCE STRUCTURES. |
| Form 990 Part VI SECTION A, QUESTION 6 | THE SOLE MEMBER OF PRESENCE PRV HEALTH IS PRESENCE HEALTH NETWORK. |
| Form 990 Part VI SECTION A, QUESTIONS 7a & 7B | QUESTION 7A THE BOARD OF DIRECTORS OF PRESENCE HEALTH NETWORK (PHN), THE SOLE MEMBER OF PRESENCE PRV HEALTH, SERVES AS THE MEMBERS OF THE BOARD OF PRESENCE PRV HEALTH. THE MEMBERS OF THE BOARD OF DIRECTORS OF PHN ARE APPOINTED BY THE HEALTH SYSTEM'S RELIGIOUS SPONSORS, THROUGH THE CORPORATE MEMBER BODY OF PHN. QUESTION 7B IN FURTHERANCE OF THE EXERCISE OF ITS GENERAL POWERS AND RESPONSIBILITIES, THE MEMBER SHALL HAVE THE SOLE POWER TO TAKE THE ACTIONS SPECIFIED BELOW WITH RESPECT TO THE FOLLOWING MATTERS, SUBJECT TO ANY NOTICES OR FURTHER APPROVALS REQUIRED BY APPLICABLE CIVIL OR CANON LAW, OR THE MEMBER'S BYLAWS: A. BYLAWS. AMEND OR REPEAL THE BYLAWS OF THE CORPORATION. B. OFFICERS AND DIRECTORS. APPOINT AND REMOVE ALL OFFICERS OF THE CORPORATION AND ALL DIRECTORS OF THE CORPORATION, OTHER THAN ANY EX-OFFICIO DIRECTORS. C. BUDGETS. APPROVE CAPITAL AND OPERATING BUDGETS, AND LONG-TERM CAPITAL EQUIPMENT PLANS FOR THE CORPORATION. D. UNBUDGETED EXPENDITURES. APPROVE UNBUDGETED EXPENDITURES IN EXCESS OF THE LIMIT ESTABLISHED BY THE MEMBER FROM TIME TO TIME. E. DEBT, SALE, LEASE AND OTHER REAL PROPERTY TRANSACTIONS. 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. REAL ESTATE DOCUMENTS, EQUIPMENT LEASES. APPROVE EXECUTION OF ANY DEEDS, MORTGAGES, BONDS, OR MAJOR EQUIPMENT LEASES, EXCEPT THOSE ENTERED INTO PURSUANT TO APPROVED BUDGETS. G. SIGNIFICANT UNBUDGETED TRANSACTIONS. 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. MATERIAL CHANGES IN SERVICES. 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. STRATEGIC PLAN. APPROVE STRATEGIC 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. MANAGEMENT CONTRACTS. APPROVE ANY CONTRACT FOR THE MANAGEMENT OF ALL OR SUBSTANTIALLY ALL OF THE CORPORATION OR ANY HEALTH CARE FACILITIES OWNED BY THE CORPORATION. K. BUSINESS NAME, LOGO. 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 AN ENTITY OTHER THAN THE MEMBER OR AN AFFILIATE. L. ADMINISTRATIVE SERVICES. 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. SIGNIFICANT JOINT VENTURES. APPROVE THE ESTABLISHMENT, TERMINATION, OR SALE OF ANY SIGNIFICANT JOINT VENTURE RELATIONSHIP BY THE CORPORATION. N. UNRELATED BUSINESS ACTIVITY. APPROVE THE ACQUISITION OR DEVELOPMENT OF ANY BUSINESS OR ACTIVITY UNRELATED TO THE PROVISION OF HEALTH CARE SERVICES. O. NEW AFFILIATES. APPROVE THE CREATION OF ANY NEW AFFILIATE TO BE OWNED OR CONTROLLED BY THE CORPORATION. P. CONTRIBUTIONS TO MEMBER. 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. CONTRIBUTION ACCEPTANCE. 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. BANKING. 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. AUDITORS. SELECT INDEPENDENT AUDITORS FOR THE CORPORATION, IN CONNECTIONS WITH THE CONSOLIDATED AUDIT OF ALL SYSTEM ENTITIES. T. REGISTERED AGENT. APPROVE OR CHANGE THE CORPORATION'S REGISTERED AGENT OR REGISTERED OFFICE, AS APPROPRIATE FROM TIME TO TIME. U. TAX-EXEMPTION. APPROVE ANY VOLUNTARY CHANGE TO THE CORPORATION'S STATUS OF AN ORGANIZATION EXEMPT FROM TAXATION UNDER 501(C)(3) OF THE INTERNAL REVENUE CODE, AS AMENDED FROM TIME TO TIME. V. PRESENCE PRV GROUP. EXERCISE ALL POWERS OF THE MEMBERS AND OWNERS OF ALL ENTITIES THAT COMPRISE THE PRESENCE PRV GROUP EXCEPT TO THE EXTENT OTHERWISE PROVIDED BY THE MEMBER |
| Form 990 Part VI SECTION B, QUESTION 11b | THE DATA AND INFORMATION NECESSARY TO PREPARE THE FORM 990 WAS COMPILED BY PRESENCE HEALTH'S ACCOUNTING GROUP. KPMG, AS EXTERNAL TAX PREPARERS, USED THIS INFORMATION TO PREPARE THE FORM 990, WHICH IS REVIEWED BY THE PRESENCE HEALTH LEGAL DEPARTMENT. THE FINAL FORM 990 IS PROVIDED TO THE CORPORATION'S BOARD OF DIRECTORS FOR REVIEW PRIOR TO FILING. |
| Form 990 Part VI SECTION B, QUESTIONS 12, 12B, & 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. |
| Form 990 Part VI SECTION B, QUESTIONS 15A & 15B | THE COMPENSATION COMMITTEE OR OTHER AUTHORIZED COMMITTEE OF THE BOARD, NONE OF WHICH HAVE A CONFLICT OF INTEREST WITH RESPECT TO THE COMPENSATION ARRANGEMENT, WAS ACCOUNTABLE FOR SETTING REASONABLE COMPENSATION PACKAGES FOR THE CEO AND KEY EMPLOYEES. THE COMMITTEE DEVELOPED, CONSISTENT WITH PROVENA PRV HEALTH'S PHILOSOPHY AND PRINCIPLES, THE ANNUAL PERFORMANCE GOALS AND CRITERIA TO BE USED IN DETERMINING MERIT INCREASES AND VARIABLE COMPENSATION CRITERIA FOR THE CEO AND KEY EMPLOYEES. THE COMMITTEE ALSO REVIEWED APPROPRIATE COMPARABILITY DATA PREPARED BY AN INDEPENDENT CONSULTANT THAT UTILIZED NATIONAL NONPROFIT COMPENSATION SURVEYS IN DETERMINING THE CEO'S AND KEY EMPLOYEES' COMPENSATIONS. THE COMMITTEE'S WRITTEN RECORDS INCLUDE THE (1) TERMS OF THE ARRANGEMENT WITH THE DISQUALIFIED PERSON (INCLUDING THE DATE THE ARRANGEMENT WAS APPROVED); AND (2) A DESCRIPTION OF THE COMPARABLE DATA RELIED ON BY THE COMMITTEE. KEY DELIBERATIONS OF THE COMMITTEE, INCLUDING: (A) THE TERMS OF THE TRANSACTION THAT WAS APPROVED AND THE DATE IT WAS APPROVED; (B) THE MEMBERS OF THE COMMITTEE WHO WERE PRESENT DURING DEBATE ON THE TRANSACTION THAT WAS APPROVED AND THOSE WHO VOTED ON IT; (C) THE COMPARABILITY DATA OBTAINED AND RELIED UPON BY THE COMMITTEE AND HOW THE DATA WAS OBTAINED; AND (D) ANY ACTIONS TAKEN WITH RESPECT TO CONSIDERATION OF THE TRANSACTION BY ANYONE WHO IS OTHERWISE A MEMBER OF THE COMMITTEE BUT WHO HAD A CONFLICT OF INTEREST WITH RESPECT TO THE TRANSACTION ARE ALSO DOCUMENTED IN MINUTES, WHICH ARE APPROVED AT THE NEXT COMMITTEE MEETING. |
| Form 990 Part VI SECTION C, QUESTION 19 | GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICIES, AND FINANCIAL STATEMENTS ARE AVAILABLE TO THE PUBLIC UPON REQUEST. |
| Form 990 Part XI | LINE 9, OTHER CHANGE IN NET ASSET OR FUND BALANCE NET ASSET TRANSFERS: $ 33,181,682 CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE: $(66,078,509) ------------- TOTAL $(32,896,827) |
| Software ID: | |
| Software Version: |