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 | |||||
| Total | ||||||
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.") . | 4,778,236 | 232,165 | 262,514 | 235,925 | 248,823 | 5,757,663 |
| 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...... | 59,240,058 | 63,231,857 | 60,608,770 | 61,727,663 | 70,688,295 | 315,496,643 |
| 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. | 64,018,294 | 63,464,022 | 60,871,284 | 61,963,588 | 70,937,118 | 321,254,306 |
| 7a | Amounts included on lines 1, 2, and 3 received from disqualified persons... | 0 | 0 | 0 | 0 | 0 | 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 | 0 | 0 | 0 | 0 | 0 |
| c | Add lines 7a and 7b.. | 0 | 0 | 0 | 0 | 0 | 0 |
| 8 | Public support (Subtract line 7c from line 6.) | 321,254,306 | |||||
Calendar year (or fiscal year beginning in) ![]() |
(a) 2010 | (b) 2011 | (c) 2012 | (d) 2013 | (e) 2014 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 9 | Amounts from line 6... | 64,018,294 | 63,464,022 | 60,871,284 | 61,963,588 | 70,937,118 | 321,254,306 |
| 10a | Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources.. | 690 | 1,108 | 745 | 493 | 513 | 3,549 |
| b | Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975. | 6,735 | 2,664 | 0 | 0 | 0 | 9,399 |
| c | Add lines 10a and 10b. | 7,425 | 3,772 | 745 | 493 | 513 | 12,948 |
| 11 | Net income from unrelated business activities not included in line 10b, whether or not the business is regularly carried on. | 6,735 | 0 | 6,735 | |||
| 12 | Other income. Do not include gain or loss from the sale of capital assets (Explain in Part VI.) .. | 0 | 0 | 0 | 0 | 0 | 0 |
| 13 | Total support. (Add lines 9, 10c, 11, and 12.).. | 64,032,454 | 63,467,794 | 60,872,029 | 61,964,081 | 70,937,631 | 321,273,989 |
| 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 |
|---|
| Software ID: | 14000329 |
| Software Version: | 2014v1.0 |
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 III, Line 1 MISSION STATEMENT | THE MISSION OF THE CORPORATION IS TO NURTURE THE HEALING MINISTRY OF THE CHURCH, SUPPORTED BY EDUCATION AND RESEARCH. FIDELITY TO THE GOSPEL URGES THE CORPORATION TO EMPHASIZE HUMAN DIGNITY AND SOCIAL JUSTICE AS IT CREATES HEALTHIER COMMUNITIES. THE CORPORATION, SPONSORED BY A LAY-RELIGIOUS PARTNERSHIP, CALLS OTHER CATHOLIC SPONSORS AND SYSTEMS TO UNITE TO ENSURE THE FUTURE OF CATHOLIC HEALTH CARE. TO FULFILL THIS MISSION, THE CORPORATION, AS A VALUES-BASED ORGANIZATION, WILL ASSURE THE INTEGRITY OF THE MINISTRY IN BOTH CURRENT AND DEVELOPING ORGANIZATIONS AND ACTIVITIES; RESEARCH AND DEVELOP NEW MINISTRIES THAT INTEGRATE HEALTH, EDUCATION, PASTORAL, AND SOCIAL SERVICES; PROMOTE LEADERSHIP DEVELOPMENT AND FORMATION FOR MINISTRY THROUGHOUT THE ENTIRE ORGANIZATION; ADVOCATE FOR SYSTEMIC CHANGES WITH SPECIFIC CONCERN FOR PERSONS WHO ARE POOR, ALIENATED, AND UNDERSERVED; AND STEWARD RESOURCES BY GENERAL OVERSIGHT OF THE ENTIRE ORGANIZATION. |
| Form 990, Part III, Line 4a Program Service Accomplishments | I. Introduction Memorial Health Partners Foundation, Inc. (MHPF) is a Tennessee nonprofit corporation that was formed on March 21, 2002 to provide medical services in Chattanooga, Tennessee and its surrounding community. MHPF owns and operates physician clinics and related facilities in the area and engages in activities designed to promote the health care needs of the community, in particular the provision of health care services by physicians and other health care professionals. MHPF currently provides services at 26 clinic locations through 74 physician employees and 25 mid-level provider employees. MHPF also provides hospitalist services at Memorial Health Care System campuses through 39 physician employees and 8 mid-level provider employees. Medical care is provided to all persons in the community, regardless of their ability to pay. MHPF's sole corporate member is Memorial Health Care System, Inc. (MHCS), a Kentucky nonprofit corporation that is exempt from federal income tax under section 501 (c) (3) of the Internal Revenue Code. MHPF and MHCS are part of a nationwide system of nonprofit, tax-exempt health care providers of which Catholic Health Initiatives, Inc. (CHI), a Colorado nonprofit corporation which is also exempt from federal tax as an organization described under section 501(c)(3), serves as the sole corporate member. As a part of the CHI system, MHPF and MHCS operate in conformity with the mission of CHI, which among other things obligates MHPF and MHCS to operate in ways that "nurture the healing ministry of the Church, bringing it new life, energy and viability in the 21st century," and that "emphasize human dignity and social justice in the creation of healthier communities." MHPF is dedicated to Christian values and is able to incorporate efficient practices to ensure continuation of its mission into the future. MHPF participates in TNCare and Medicare, and has an active charity care program. MHPF was granted tax exempt status on March 24, 2002 as a 509 (a) 2 entity. II. Community Benefit Approach MHPF's 20 clinics are dispersed in four counties in Southeast Tennessee and Northeast Georgia. Since its formation in 2002, MHPF's primary focus has been the provision of health care services and the promotion of a health community. MHPF understands the needs in medically underserved areas within Chattanooga and operates two clinics in those areas in order to provide care to the underserved. MHPF as a result commits substantial resources to sponsor a broad range of services to both the poor as well as the broader community. Benefits for the poor include the cost of providing services to persons who cannot afford health care due to inadequate resources and/or who are uninsured or underinsured, and include traditional charity care, unpaid costs of Medicaid, and other unpaid costs of clinics. Benefits provided to the broader community also include the costs of providing services to other populations who may not qualify as poor but may need special services and support. Benefits to the broader community include the unpaid costs of Medicare programs for seniors. In fiscal year 2015 Memorial Health Partners Foundation provided community benefits and services through approximately 260,000 patient encounters at a total cost of $40,882,000. Donations, grants, and other receipts totaling $23,379,000 were available as direct offsets to these costs. The major components of these community services are as follows: Community Benefits for the Poor: $889,000 Cost of Charity Care Provided (Approximately 11,423 people served) $1,151,000 Unreimbursed Cost of Public Programs (Approximately 16,283 people served) $70,000 Non-Billed Services for the Poor --------------- $2,110,000 Total Cost of Community Benefits for the Poor (Approximately 27,706 people served) Benefits for the Broader Community: $15,462,773 Unpaid Costs of Medicare (Approximately 232,037 people served) --------------- $15,462,773 Total Cost of Community Benefits including the unpaid cost of Medicare (Approximately 259,743 people served) III. Uncompensated Care Charity care is the cost of care of uninsured or under-insured, low-income patients who are not expected to pay all of a bill, or who are able to pay only a portion using an income-related scale. Those receiving charity care are not eligible for public programs such as Tenncare. MHPF has a charity care policy, which assures that all persons receive medically necessary, basic physician care and services regardless of their ability to pay. MHPF provides a significant level of charity care each year. In FY 2015, the cost of charity care was $890,000. Additionally, MHPF provided unreimbursed costs in the amount of $1,151,000 for patients who qualified for the Tenncare program. IV. Community Outreach for the Poor Primary Care Health Clinics Several areas of Chattanooga do not have convenient access to primary healthcare services. To answer the need for more convenient healthcare, MHPF has two community based health clinics. These clinics operate in federally designated healthcare shortage areas - both are in Medically Underserved Area/Population (MUA/P). Each clinic is staffed with nurse practitioners working in collaboration with a physician Medical Director who address patient care "holistically" in a manner which acknowledges the relationships of physical, mental and spiritual health. The two clinics provide care for everyone in the family regardless of their ability to pay. Unreimbursed costs (in addition to costs reported in the community benefits table above) in FY 2015 totaled $82,000 for the primary care clinics. V. Unbilled Services for the Poor Pharmacy Assistance The community based health clinics provide pharmacy assistance to uninsured and underinsured patients in the form of a pharmacy assistance coordinator. The coordinator applies for financial aid directly with pharmaceutical companies. Without this assistance, the uninsured and underinsured patients who are cared for in the clinics may not have access to the medicines they need. For Fiscal Year 2015, MHPF's cost of providing this service was $60,580. Access to Specialty Care The community based health clinics also coordinate access to specialty care via coordination with Project Access, a local network of specialists who have agreed to provide care to the uninsured and underinsured. Without this service the clinics' un-insured and under-insured patients may not be able to access the specialty care they need. For Fiscal Year 2015, MHPF's cost of providing this service was $10,019. V. Community Outreach for the Broader Community Unpaid Costs of Medicare MHPF has a very large Medicare population representing about 50% of the total population of patients seen in FY 2015. MHPF incurred $15,463,000 in unreimbursed costs for its Medicare patients during FY 2015. MHPF's unreimbursed costs from the Medicare program are computed in a manner consistent with a standardized approach developed by Catholic Health Initiatives for reporting and budgeting benefits provided to the community. |
| Form 990, Part VI, Line 14 DOCUMENT RETENTION AND DESTRUCTION POLICY | MHP FOUNDATION (MHPF) FOLLOWS THE DOCUMENT RETENTION AND DESTRUCTION POLICY OF MEMORIAL HEALTH CARE SYSTEM, MHPF'S SOLE CORPORATE MEMBER. HOWEVER, THIS POLICY HAS NOT BEEN FORMALLY ADOPTED BY MHPF'S BOARD OF DIRECTORS. THE DOCUMENT RETENTION POLICY FOR MEMORIAL HEALTH CARE SYSTEM WENT INTO EFFECT IN OCTOBER 2012. |
| Form 990, Part VI, Line 15b PROCESS USED TO ESTABLISH COMPENSATION OF OTHER OFFICERS/KEY EMPLOYEES | DURING THE TAX YEAR ENDED 6/30/15, NO OFFICERS RECEIVED COMPENSATION FROM THE ORGANIZATION. ANY EXECUTIVE COMPENSATION PAID TO OFFICERS BY RELATED ORGANIZATIONS WAS SET BY THE RELATED ORGANIZATION'S COMPENSATION COMMITTEE UTILIZING BOTH AN INDEPENDENT CONSULTANT AND COMPARABILITY STUDIES TO DETERMINE COMPENSATION. |
| Form 990, Part VI, Line 1a Delegate broad authority to a committee | Pursuant to Section 8.1 of the organization's bylaws, the board of directors may, by resolution adopted by a majority of the voting directors then in office, establish one or more committees, as needed or required to conduct and transact the business of the Corporation. Except as otherwise provided in these bylaws, the board of directors may set the qualifications for membership on any committee it may establish; provided that each committee other than the Nominating Advisory Committee shall consist of at least two directors of the corporation. Committees may include persons other than directors, except that a committee that has the authority to act on behalf of the Board of Directors must include only directors of the corporation. |
| Form 990, Part VI, Line 6 Classes of members or stockholders | The sole member of the organization is Memorial Health Care System, Inc., a Kentucky nonprofit corporation. |
| Form 990, Part VI, Line 7a Members or stockholders electing members of governing body | The organization's sole member has the power to appoint, replace or remove the members of the board of directors. |
| Form 990, Part VI, Line 7b Decisions requiring approval by members or stockholders | The organization's corporate member is Memorial Health Care System, Inc. ("MHCS"). Pursuant to the organization's bylaws, both MHCS and Catholic Health Initiatives ("CHI") (MHCS' sole corporate member) have reserved powers as outlined in the CHI governance matrix. Pursuant to the governance matrix the following rights are held by the MHCS Board: - Approve members of the MHP Foundation board - Amendment of the corporate documents of the MHP Foundation - Approve removal of a member of the governing body of the MHP Foundation - Adoption of long range and strategic plans for the MHP Foundation The following rights are reserved to the CHI Board directly or through powers delegated to the CHI Chief Executive Officer: - Substantial change in the mission or philosophy of the MHP Foundation - Removal of a member of the governing body of the MHP Foundation - Approval of issuance of debt by MHP Foundation - Approval of participation of MHP Foundation in a joint venture - Approval of formation of a new corporation by MHP Foundation - Approval of a merger involving the MHP Foundation - Approval of the sale of all or substantially all of the assets of the MHP Foundation - To require the transfer of assets by the MHP Foundation to CHI to accomplish CHI's goals and objectives, and to satisfy CHI debts Also pursuant to the organization's bylaws, MHCS or CHI may, in exercise of their approval powers, grant or withhold approval in whole or in part, or may, in its complete discretion, after consultation with the Board and its President and the Chief Executive Officer of the organization, recommend such other or different actions as it deems appropriate. |
| Form 990, Part VI, Line 11b Review of form 990 by governing body | Once the return is prepared by the CHI tax department, the return is reviewed by the MHP Foundation CEO, MHP Foundation CFO, and the MHCS CFO. Copies of the final return are then provided to the MHP Foundation board members. Subsequent to the return being provided to the board the tax department files the return with the appropriate federal and state agencies, making any non-substantive changes necessary to effect e-filing. Any such changes are not re-submitted to the board. |
| Form 990, Part VI, Line 12c Conflict of interest policy | MHP Foundation HAS ADOPTED THE CONFLICT OF INTEREST POLICY AND CONFLICT INVESTIGATION PROCESS OF CATHOLIC HEALTH INITIATIVES, A RELATED ORGANIZATION. Catholic Health Initiatives ("CHI") has a Conflicts of Interest ("COI") policy in place to maintain the integrity of all of its activities. The policy applies to CHI Board of Stewardship Trustees and members of its committees; all board and board committee members of CHI Entities; all CHI employees; all CHI physicians (both employed and non-employed) and all physician administrators and leaders; advanced practice clinicians (both employed and non-employed); and all CHI research personnel (both employed and non-employed). Disclosure, review and management of perceived, potential or actual conflicts of interest are accomplished through a defined COI disclosure process. Each person has a general ongoing obligation to promptly and fully report to his/her direct manager, supervisor, medical staff office, board or board committee chair any situation or circumstance that may create a conflict of interest. The person must report the actual or potential conflict as soon as she/he becomes aware of it. In any situation where the person may be in doubt, a full disclosure should be made to permit an impartial and objective determination. In addition to the general ongoing obligation, there are initial disclosure obligations. The board, board committee members, and new employees are required to make disclosures at the time of their initial hiring/appointment. All non-employed, credentialed or contracted physicians are required to make disclosures at the time of their credentialing and during any subsequent reappointment or recredentialing. All researchers are required to make disclosures upon consideration of affiliation with a research sponsor. In addition to the general ongoing and initial disclosure obligations, there is an annual disclosure obligation. All corporate officers, board and board committee members, employees at the level of manager and above, researchers, supply chain employees, employed physicians, physician administrators and leaders, and employed advanced practice clinicians must complete a new conflict of interest disclosure annually. Disclosures of perceived, potential or actual conflicts involving financial interests are forwarded to the Conflicts of Interest Review Committee ("C-CIRC") or Legal Services Group for review depending on the position of the person involved. The C-CIRC reviews COI questionnaires containing disclosures of perceived or possible conflicts for employees at a level of manager or above, supply chain employees, researchers and physicians, physician administrators and leaders, and advanced practice clinicians (both employed and non-employed). In the determination of a conflict, a COI management plan will be developed for that person. With respect to those audiences for which the C-CIRC has review responsibility, the C-CIRC will facilitate development of any such conflict of interest management plan in collaboration with local CRP staff. A designated CHI Entity staff will be responsible for monitoring the COI management plan and for documenting monitoring activities. At its sole discretion, a CHI Entity may reject a Person's request to enter into the relationship in question, or require the relationship be sufficiently altered to avoid a potential COI. If the C-CIRC determines that there is a potential or actual conflict of interest that does not currently have appropriate controls to address the conflict of interest, it may recommend that the disclosing person be allowed to participate in the activity or transaction subject to restrictions as outlined in the COI management plan. If a Person does not agree with a determination made by the C-CIRC, its interpretation of the Policy or Addenda, or seeks an exemption or exception, the following steps should be followed. The Employee disputing the review decision, interpretation of the Policy, or seeking exemption or exception must present the matter to the Employee's immediate direct manager or supervisor for review and determination. If the Employee and the manager do not agree with the review decision, interpretation of the Policy, or seek exemption or exception, the manager shall consult with the manager's Vice President (or higher if the manager is a Vice President) to reach a determination. If the matter remains unresolved, it shall be referred to the CHI Vice President of Human Resources and the CHI Corporate Responsibility Officer. If they are unable to reach agreement, the matter shall be referred to the CHI General Counsel, whose decision shall be final. Reviews and determinations involving board and board committee members and corporate officers will be the responsibility of the board, board executive committee, or board chair, with guidance from the Legal Services Group (LSG). Annual COI disclosures of all trustee and corporate officers will be reviewed by the CHI Senior Vice President, Legal Services, and General Counsel or his or her designee who will report potential conflicts to the applicable Board Chair. The Board Chair or designee shall make such further investigation of any conflict of interest disclosures as he or she may deem appropriate. If the conflict involves the Board Chair, the Vice Chair will assume the Chair's role. Based on review and evaluation of the relevant facts and circumstances, the Board Chair will make an initial determination as to whether a conflict of interest exists and whether, pursuant to the COI Policy, review and approval or other action by the Board is required. A written record of the Board Chair's determination, including relevant facts and circumstances, will be made. The Board Chair shall then make an appropriate report to the Executive Committee of the Board concerning such review, evaluation and determination. If a difference of opinion exists between the Board Chair and another Trustee as to whether the facts and circumstances of a given situation constitute a conflict of interest or whether Board review and approval or other action is required within the COI Policy, the matter shall be submitted to the Board's Executive Committee, which shall make a final determination as to the matter presented. Such determination, including relevant facts and circumstances, will be reflected in the Executive Committee minutes and will be reported to the Board. When any conflict of interest is considered by the board, the trustee or corporate officer, as appropriate, must disclose all of the material facts to the Board. The trustee shall not vote and the trustee or corporate officer shall not use his or her personal influence on the matter. The trustee or corporate officer shall be excused from the meeting during discussion and vote on the conflict of interest. In reviewing such transactions between CHI or CHI Entities and vendors or other contractors who are, or are affiliated with, Trustees or Corporate Officers, the Board will act as it would in reviewing transactions with unrelated third parties. The transaction is not be approved unless the Board determines that the transaction is fair to CHI or the CHI Entity. The Board must approve the transaction by a majority of the Trustees on the Board, without counting the vote of any individual who has an interest in the transaction. All determinations of conflicts of interest are reported as required by law, regulations, and CHI policy. |
| Form 990, Part VI, Line 15a Process to establish compensation of top management official | The organization's top management official's compensation is paid by Catholic Health Initiatives (CHI), a related organization. CHI has a defined compensation philosophy. Both the executive and non-executive compensation structures and ranges are reviewed annually in comparison to market data. CHI uses The Hay Group as the independent third party to assess executive compensation programs and to ensure the reasonableness of actual salaries and total compensation packages. Compensation of the senior most executives is reviewed annually. The Hay Group reviews both cash and total compensation for overall reasonableness, for adherence to CHI's compensation philosophy, and for comparability to the not-for-profit healthcare market. This independent review is delivered by Hay Group to the HR committee of the CHI Board of Stewardship Trustees annually at their September meeting and minutes are shared with the full board at the December meeting. The last review was September 14, 2015. In addition, Hay Group completed a comprehensive review of all positions at the level of vice president and above in the fall of 2014 to determine and validate appropriate compensation levels. These levels have been reviewed annually since and revised based on market data, where applicable. |
| Form 990, Part VI, Line 19 Required documents available to the public | The Organization's governing documents are available upon request from the administration department, and are also available from the Tennessee Secretary of State. The organization's conflict of interest policy is available upon request. The organization's financial statements are included in Catholic Health Initiatives' consolidated audited financial statements that are available at www.CatholicHealthInit.org or at www.DACBOND.org. |
| Form 990, Part VIII, Line 11d Other Miscellaneous Revenue | Other Miscellaneous Revenue - Total Revenue: 1396, Related or Exempt Function Revenue: , Unrelated Business Revenue: , Revenue Excluded from Tax Under Sections 512, 513, or 514: 1396; |
| Software ID: | 14000329 |
| Software Version: | 2014v1.0 |