Attach to Form 990 or Form 990-EZ.
Go to
www.irs.gov/Form990 for instructions and the latest information.
| (i) Name of supported organization | (ii) EIN | (iii) Type of organization (described on lines 1- 10 above (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 | |||||
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Total |
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Calendar year
(or fiscal year beginning in)
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(a) 2018 | (b) 2019 | (c) 2020 | (d) 2021 | (e) 2022 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 1 | Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grant.") .. | ||||||
| 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)
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(a) 2018 | (b) 2019 | (c) 2020 | (d) 2021 | (e) 2022 | (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) 2018 | (b) 2019 | (c) 2020 | (d) 2021 | (e) 2022 | (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) 2018 | (b) 2019 | (c) 2020 | (d) 2021 | (e) 2022 | (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 on 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) |
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| 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) |
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| 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): |
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| 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 0.015 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 0.035 | 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 | ||||
| Section D - Distributions | Current Year | |
|---|---|---|
| 1 Amounts paid to supported organizations to accomplish exempt purposes | 1 | |
|
2
Amounts paid to perform activity that directly furthers exempt purposes of supported organizations, in excess of income from activity |
2 | |
| 3 Administrative expenses paid to accomplish exempt purposes of supported organizations | 3 | |
| 4 Amounts paid to acquire exempt-use assets | 4 | |
| 5 Qualified set-aside amounts (prior IRS approval required - provide details in Part VI) | 5 | |
| 6 Other distributions (describe in Part VI). See instructions | 6 | |
| 7Total annual distributions. Add lines 1 through 6. | 7 | |
|
8
Distributions to attentive supported organizations to which the organization is responsive (provide details in Part VI). See instructions |
8 | |
| 9 Distributable amount for 2022 from Section C, line 6 | 9 | |
| 10 Line 8 amount divided by Line 9 amount | 10 | |
| Section E - Distribution Allocations (see instructions) |
(i) Excess Distributions |
(ii) Underdistributions Pre-2022 |
(iii) Distributable Amount for 2022 |
|
|---|---|---|---|---|
| 1 Distributable amount for 2022 from Section C, line 6 | ||||
|
2
Underdistributions, if any, for years prior to 2022 (reasonable cause required-- explain in Part VI).
See instructions. |
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| 3 Excess distributions carryover, if any, to 2022: | ||||
| a From 2017....... | ||||
| b From 2018....... | ||||
| c From 2019....... | ||||
| d From 2020....... | ||||
| e From 2021....... | ||||
| fTotal of lines 3a through e | ||||
| g Applied to underdistributions of prior years | ||||
| h Applied to 2022 distributable amount | ||||
|
i
Carryover from 2017 not applied (see instructions) |
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| j Remainder. Subtract lines 3g, 3h, and 3i from line 3f. | ||||
| 4Distributions for 2022 from Section D, line 7: | ||||
| $ | ||||
| a Applied to underdistributions of prior years | ||||
| b Applied to 2022 distributable amount | ||||
| c Remainder. Subtract lines 4a and 4b from line 4. | ||||
|
5
Remaining underdistributions for years prior to 2022, if any. Subtract lines 3g and 4a from line 2. If the amount is greater than zero, explain in Part VI. See instructions. |
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|
6
Remaining underdistributions for 2022. Subtract lines 3h and 4b from line 1. If the amount is greater than zero, explain in Part VI. See instructions. |
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|
7 Excess distributions carryover to 2023. Add lines 3j and 4c. |
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| 8 Breakdown of line 7: | ||||
| a Excess from 2018..... | ||||
| b Excess from 2019..... | ||||
| c Excess from 2020..... | ||||
| d Excess from 2021..... | ||||
| e Excess from 2022..... | ||||
| Facts And Circumstances Test |
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| Return Reference | Explanation |
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| Software ID: | |
| Software Version: |
Attach to Form 990 or 990-EZ.
Go to www.irs.gov/Form990 for the latest information.
| Return Reference | Explanation |
|---|---|
| FORM 990, PART III, LINE 4A | THE HOAG MEMORIAL HOSPITAL PRESBYTERIAN COMMUNITY BENEFIT PROGRAM WAS FORMALIZED IN 1995 AND HAS GROWN SIGNIFICANTLY SINCE THAT TIME. WE HAVE SERVED OVER 100 NONPROFIT COMMUNITY ORGANIZATIONS IN A VARIETY OF HEALTH AND SOCIAL SERVICE CATEGORIES. WE CONTINUE TO EMPHASIZE THE DEVELOPMENT OF SUSTAINED COLLABORATIVE RELATIONSHIPS AND THE PROVISION OF UNDUPLICATED SERVICES TO DISADVANTAGED RESIDENTS IN OUR COMMUNITY AS CORE ELEMENTS OF THE PROGRAM. THE DEPARTMENT OF COMMUNITY HEALTH PROVIDES DIRECT SERVICES AND COLLABORATES WITH OTHER NOT-FOR-PROFIT COMMUNITY-BASED ORGANIZATIONS TO PROMOTE THE HEALTH OF OUR COMMUNITIES. THE DEPARTMENT COORDINATES HOAG'S COMMUNITY BENEFIT ACTIVITIES, DRIVEN BY THE HEALTH NEEDS OF OUR SURROUNDING COMMUNITIES, WHICH ARE REGULARLY REVIEWED IN AN ONGOING MANNER. THE DEPARTMENT PROVIDES SERVICES WHICH ARE UNDUPLICATED IN THE COMMUNITY. THESE CURRENTLY INCLUDE MENTAL HEALTH SERVICES, COMMUNITY NURSE NAVIGATION, COMMUNITY-BASED PROGRAM GRANTS, AND OTHER HEALTH AND WELLNESS PROGRAMS AND SERVICES. IN ORDER TO PROMOTE EFFECTIVE ACCESS TO HEALTH CARE AND RELATED SERVICES, THE DEPARTMENT WORKS IN COLLABORATION WITH A NUMBER OF NOT-FOR-PROFIT COMMUNITY-BASED ORGANIZATIONS TO PROVIDE INSURANCE COVERAGE AS WELL AS FREE SERVICES TO UNDERSERVED AND VULNERABLE RESIDENTS, MANY OF WHOM ARE UNDOCUMENTED. CHARITY CARE IS AN INTEGRAL COMPONENT OF THE BENEFIT THAT HOAG PROVIDES TO THE COMMUNITY. THE CURRENT HOSPITAL CHARITY CARE AND SELF PAY DISCOUNT POLICY PROVIDES ASSISTANCE ON A SLIDING SCALE FOR UNINSURED AND SELF-PAY PATIENTS WITH FAMILY INCOMES UP TO 400% OF THE FEDERAL POVERTY LEVEL. PROGRAM SERVICE ACCOMPLISHMENTS MENTAL HEALTH CENTER: - PROVIDED MENTAL HEALTH SERVICES TO 669 CLIENTS IN THE FORM OF PSYCHOTHERAPY. - RESOURCE BROKERING, AND/OR CASE MANAGEMENT PROVIDED TO 251 INDIVIDUALS. - OFFERED PSYCHOTHERAPEUTIC, PSYCHO EDUCATIONAL GROUPS AND COMMUNITY PRESENTATIONS RESULTING IN 3114 ENCOUNTERS. - OUR PROFESSIONAL DEVELOPMENT PROGRAM PROVIDED 21 VIRTUAL TRAININGS. A SAMPLING OF THE TRAININGS OFFERED INCLUDED: ASIST FOR SUICIDE ASSESSMENT AND INTERVENTION, LAW AND ETHICS, SELF-COMPASSION, ACES INTERFACE, MENTAL HEALTH FIRST AID CLASSES, MENTAL HEALTH AND NUTRITION AND EMDR. THE NUMBER OF PROFESSIONALS TRAINED FOR CY2022 WAS 1,225 AND OF THOSE 419 RECEIVED FREE CONTINUING EDUCATION CREDITS COURTESY OF THE MENTAL HEALTH CENTER. - TRAINED 3 YOGA THERAPY INTERNS IN COLLABORATION WITH BE THE CHANGE YOGA WHO PROVIDED A TOTAL OF 147 YOGA THERAPY SESSIONS. COMMUNITY BENEFIT GRANTS PROGRAM: - 86 GRANTS FUNDED TOTALING OVER $7M - PRIORITY FOCUS AREAS INCLUDED: ACCESS TO CARE, ECONOMIC SECURITY, MENTAL HEALTH, AND PREVENTION OF CHRONIC DISEASE AND MANAGEMENT, WOMEN'S HEALTH, AND SUBSTANCE USE. MELINDA HOAG SMITH CENTER FOR HEALTHY LIVING: THE MELINDA HOAG SMITH CENTER FOR HEALTHY LIVING (MHSCHL) IS A ONE-STOP-SHOP FOR HEALTH AND SOCIAL SERVICES. THROUGH CO-LOCATION AND COLLABORATION WITH PARTNER AGENCIES, THE CENTER PROVIDES FREE CLASSES, WORKSHOPS AND SUPPORTIVE SERVICES TO THE COMMUNITY. -PROVIDED CRISIS CASE MANAGEMENT AND RESOURCE BROKERING TO 3,242 INDIVIDUALS. -GIRLS INC'S PROVIDED 1441 ENCOUNTERS FOR AFTER SCHOOL HOMEWORK, RESILIENCY PROGRAMMING, AND STEM ACTIVITIES. -PUBLIC LAW CENTER PROVIDED 131 INDIVIDUALS WITH LEGAL CONSULTATION OR REPRESENTATION IN THE AREA OF FAMILY LAW DIVORCE, DV, CHILD CUSTODY ETC. -PARTNERED WITH UNITED WAY'S OC FREE TAX PREP SERVICE TO PROVIDE 455 LOW-INCOME TAX RETURNS AT NO-COST TO THE TAXPAYER. -CHIOC CONNECTED 61 INDIVIDUALS TO AFFORDABLE, QUALITY HEALTH CARE AND SOCIAL SERVICES. -PROJECT SELF-SUFFICIENCY PROVIDED 158 INDIVIDUALS WITH FINANCIAL ASSISTANCE, LONG-TERM CASE MANAGEMENT, AND OTHER RESOURCES TO PROVIDE A PATH FOR A SUCCESSFUL ACADEMIC JOURNEY TOWARD ECONOMIC SELF-RELIANCE. -PARTNERED WITH OC DIAPER BANK TO DISTRIBUTE 179,490 DIAPERS/PULL UPS TO NEEDY FAMILIES. -PROVIDED WELLNESS CLASSES SUCH AS YOGA, ZUMBA AND OTHER FITNESS CLASSES TO 6,033 INDIVIDUALS -PARTNERED WITH SECOND HARVEST FOOD BANK TO PROVIDE 11,030 INDIVIDUALS WITH FRESH PRODUCE AND GROCERIES THROUGH OUR BIWEEKLY FOOD DISTRIBUTION -IN PARTNERSHIP WITH SHARE OUR SELVES AND FAMILIES FORWARD, 141 INDIVIDUALS RECEIVED RENTAL OR MOTEL ASSISTANCE TOTALING $88,972. - IN COLLABORATION WITH SUPERVISOR BARTLETT'S OFFICE, MHSCHL DISTRIBUTED $150,000 WORTH OF GROCERY GIFT CARDS FOR INDIVIDUALS AND FAMILIES FACING FOOD INSECURITY. - 18 INDIVIDUALS RECEIVED FREE HAIR AND NAIL APPOINTMENTS IN PARTNERSHIP WITH THE BEAUTY BUS. - PARTNERED WITH ALINEA TO PROVIDE FREE MAMMOGRAM SCREENINGS TO 89 WOMEN. - PROVIDED MONTHLY PROFESSIONAL NETWORKING AND RESOURCE EXCHANGE MEETINGS FOR 458 PROFESSIONALS TO NETWORK WITH COMMUNITY PARTNERS. - PARTNERED WITH GIRLS INC TO PROVIDE 2,117 STUDENTS WITH AFTERSCHOOL STEM ACTIVITIES AND SPRING/SUMMER CAMPS. - PARTNERED WITH NMUSD AND IKEA IN HOSTING A BACK-TO-SCHOOL RESOURCE FAIR SERVING OVER 3,000 INDIVIDUALS. - TRAINED AND CERTIFIED 158 INDIVIDUALS WITH CPR CERTIFICATION. - PARTNERED WITH CLINIC IN THE PARK TO PROVIDE BOOSTER SEATS AND CAR SEAT SAFETY TRAINING TO 94 CAREGIVERS. - IN COLLABORATION WITH COUNCIL ON AGING, 370 INDIVIDUALS PARTICIPATED IN ENGLISH AS A SECOND LANGUAGE CLASSES. COMMUNITY NURSE NAVIGATOR PROGRAM THE PROGRAM HAS 2 FULL-TIME REGISTERED NURSES. CLIENT CARE IS PROVIDED INDIVIDUALLY AND IN GROUP SETTINGS VIA THE FOLLOWING MODALITIES: IN PERSON, ZOOM, AND TELEPHONE. BELOW ARE A FEW HIGHLIGHTS FROM 2022: PROVIDED NURSING EDUCATION, CASE MANAGEMENT, NAVIGATION, AND ADVOCACY: 400 SESSIONS PROVIDED 247 SESSIONS OF HEALTH COACHING HEALTH EDUCATION WORKSHOPS (ENGLISH AND SPANISH) WERE PROVIDED TO 378 PARTICIPANTS PROMOTORES PROGRAM PROMOTORES SERVE AS LINKS BETWEEN THEIR COMMUNITIES AND HEALTH AND SOCIAL SERVICE PROVIDERS AND ARE BILINGUAL AND BICULTURAL AND SERVE THE SAME COMMUNITIES IN WHICH THEY LIVE. THE FOLLOWING ARE SOME ACCOMPLISHMENTS DURING CY2021: 8481 CONTACTS WERE MADE THROUGH DOOR-TO-DOOR AND TABLING EVENTS WITH HEALTH EDUCATION AND PSYCHOSOCIAL RESOURCES 263 PARTICIPANTS ATTENDED A HEALTH EDUCATIONAL PRESENTATION/CLASS 2449 FAMILIES RECEIVED FRESH FOOD AND PRODUCE 1338 OUTREACH PHONE CALLS WERE MADE 1223 CASE MANAGEMENT SESSIONS WERE PROVIDED 279 PEOPLE ATTENDED A FITNESS CLASS 235 PARTICIPATED IN A MONTHLY BOOK CLUB MEETING 60 ATTENDED THE TALK SAVES LIVES PROGRAM |
| FORM 990, PART VI, SECTION A, LINE 2 | BUSINESS RELATIONSHIPS OFFICER ROBERT BRAITHWAITE, OFFICER ANDREW GUARNI, AND BOARD MEMBER PAUL HEESCHEN HAVE A BUSINESS RELATIONSHIP. |
| FORM 990, PART VI, SECTION A, LINE 6 | MEMBERS OR STOCKHOLDERS: THE CORPORATION AND PROVIDENCE ST. JOSEPH HEALTH DISSAFILIATED AS OF JANUARY 3, 2022. FROM JANUARY 1 -2, 2022, THE MEMBERS OF THE CORPORATION CONSISTED OF THE FOLLOWING: I. COVENANT HEALTH NETWORK INC. ("CHN") II. THE GEORGE HOAG FAMILY FOUNDATION ("GHF FOUNDATION") III. THE CONSTITUENT REFORMED PRESBYTERIAN CHURCHES LOCATED IN ORANGE COUNTY, CALIFORNIA WHICH INCLUDE DENOMINATIONS OF THE LOS RANCHOS PRESBYTERY OF THE PRESBYTERIAN CHURCH (USA) AND ECO: A COVENANT ORDER OF EVANGELICAL PRESBYTERIANS, AS REPRESENTED BY THE ASSOCIATION OF PRESBYTERIAN MEMBERS (THE "APM"), AND IV. SUCH INDIVIDUAL MEMBERS AS MAY BE APPOINTED BY THE GHF FOUNDATION OR THE APM UP TO A MAXIMUM OF FORTY-EIGHT (48) INDIVIDUAL MEMBERS TO BE DIVIDED EQUALLY BETWEEN THE GHF FOUNDATION AND THE APM, OF WHICH THERE WERE NONE APPOINTED. FROM JANUARY 3, 2022 THROUGH THE REMAINDER OF CY2022, THE MEMBERS OF THE CORPORATION CONSISTED OF THE FOLLOWING: III. THE GEORGE HOAG FAMILY FOUNDATION ("GHF FOUNDATION") II. THE CONSTITUENT REFORMED PRESBYTERIAN CHURCHES LOCATED IN ORANGE COUNTY, CALIFORNIA WHICH INCLUDE DENOMINATIONS OF THE LOS RANCHOS PRESBYTERY OF THE PRESBYTERIAN CHURCH (USA) AND ECO: A COVENANT ORDER OF EVANGELICAL PRESBYTERIANS, AS REPRESENTED BY THE ASSOCIATION OF PRESBYTERIAN MEMBERS (THE "APM"), AND III. SUCH INDIVIDUAL MEMBERS AS MAY BE APPOINTED BY THE GHF FOUNDATION OR THE APM UP TO A MAXIMUM OF FIFTY (50) INDIVIDUAL MEMBERS TO BE DIVIDED EQUALLY BETWEEN THE GHF FOUNDATION AND THE APM, OF WHICH THERE WERE NONE APPOINTED. |
| FORM 990, PART VI, SECTION A, LINE 7A | POWER TO ELECT OR APPOINT DIRECTORS: PURSUANT TO ITS BYLAWS, THE CORPORATION HAS A TIERED GOVERNANCE IN WHICH THE CORPORATE MEMBERS HAVE THE RIGHT TO APPOINT DIRECTORS TO THE CORPORATION'S BOARD. THE CORPORATION'S GOVERNANCE COMMITTEE FIRST DESIGNATES NOMINEES TO THE BOARD. SUCH NOMINEES MUST THEN BE APPROVED BY AFFIRMATIVE VOTE OF AT LEAST A MAJORITY OF THE VOTES ENTITLED TO BE CAST BY THE GHF FOUNDATION, THE APM, AND THE INDIVIDUAL MEMBERS (IF ANY), PROVIDED THAT SUCH MAJORITY INCLUDES THE AFFIRMATIVE VOTE OF THE GHF FOUNDATION AND THE AFFIRMATIVE VOTE OF THE APM. FROM JANUARY 1 - 2, 2022, THE FOREGOING WAS SUBJECT TO APPROVAL BY THE AFFIRMATIVE VOTE OF NOT LESS THAN FIVE (5) OF THE SEVEN (7) DIRECTORS OF CHN, INCLUDING THE VOTE OF AT LEAST THREE (3) OF THE FOUR (4) DIRECTORS OF CHN DESIGNATED BY PROVIDENCE ST. JOSEPH HEALTH SYSTEM, AND THE VOTE OF AT LEAST TWO (2) OF THE THREE (3) DIRECTORS OF CHN DESIGNATED BY THE GHF FOUNDATION AND THE APM. |
| FORM 990, PART VI, SECTION A, LINE 7B | DECISIONS RESERVED TO MEMBERS OR STOCKHOLDER: FROM JANUARY 1 - 2, 2022, DECISIONS RESERVED TO MEMBERS OF THE ORGANIZATION ARE SPECIFIED IN THE COVENANT HEALTH NETWORK, INC. GOVERNANCE MATRIX. THE GOVERNANCE MATRIX PROVIDES FOR APPROVAL BY THE CHN BOARD AND, IN SOME CASES, FINAL APPROVAL BY THE ST. JOSEPH HEALTH SYSTEM ("SJHS") BOARD. EXAMPLES REQUIRING SJHS BOARD APPROVAL INCLUDE CHANGES TO THE STATEMENT OF COMMON VALUES, FINANCING, THE ANNUAL CONSOLIDATED BUDGET, UNBUDGETED EXPENDITURES OF DEFINED AMOUNTS, STRATEGIC PLANS, APPOINTMENT OR REMOVAL OF AUDITORS, CREATION OR INVESTMENT IN AN ENTITY, INCLUDING ANY JOINT VENTURE. A SUPERMAJORITY VOTE OF THE CHN BOARD IS REQUIRED TO APPROVE ANY MERGER OR SALE OF ALL OR SUBSTANTIALLY ALL ASSETS, APPROVAL AND REMOVAL OF MEMBERS OF THE CORPORATION'S BOARD OF DIRECTORS, OR AMENDMENT OF BYLAWS AND ARTICLES. THE POWERS AND RESPONSIBILITIES OF THE MEMBERS OF THE CORPORATION INCLUDE, BUT ARE NOT LIMITED TO: (A) TO ASSURE THE BOARD OF DIRECTORS CARRIES OUT THE CORPORATION'S MISSION; (B) TO CONSIDER THE QUALIFICATIONS OF DIRECTORS TO BE ELECTED TO THE BOARD OF DIRECTORS; (C) TO APPROVE ANY AMENDMENT, MODIFICATION OR RESTATEMENT OF THE ARTICLES OF INCORPORATION OR THE BYLAWS OF THE CORPORATION; (D) TO APPROVE THE ELECTION, APPOINTMENT OR REMOVAL OF ANY DIRECTOR OF THE CORPORATION; AND (E) TO APPROVE ANY SALE, TRANSFER CONVEYANCE OR OTHER DISPOSITION OF ALL, SUBSTANTIALLY ALL OR A MATERIAL PORTION OF THE ASSETS OF THE CORPORATION, OR ANY MERGER, CONSOLIDATION, AFFILIATION OR DISSOLUTION OF THE CORPORATION. IN ADDITION, THE FOLLOWING ACTIONS ARE RESERVED TO THE GHF FOUNDATION AND THE APM: (A) ANY CHANGE IN THE NAME OF OR UTILIZED BY THE CORPORATION (OTHER THAN ANY CHANGE THAT WOULD REQUIRE AN AMENDMENT TO THE ARTICLES OR BYLAWS); AND (B) ANY CHANGES TO THE CORPORATION'S MISSION STATEMENT. FROM JANUARY 3, 2022 THROUGH THE REMAINDER OF CY2022, IN ADDITION TO THE POWER TO ELECT AND REMOVE DIRECTORS TO AND FROM THE BOARD OF DIRECTORS, THE RESPONSIBILITIES OF THE MEMBERS INCLUDE BUT ARE NOT BE LIMITED TO: (A) TO ASSURE THE BOARD CARRIES OUT THE CORPORATION'S MISSION; (B) TO CONSIDER THE QUALIFICATIONS OF DIRECTORS TO BE ELECTED TO THE BOARD; (C) TO APPROVE ANY CHANGE IN THE NAME OF THE CORPORATION; (D) TO APPROVE ANY CHANGES TO THE CORPORATION'S MISSION STATEMENT; (E) TO APPROVE ANY SALE, ALIENATION OR OTHER DISPOSITION OF ALL OR SUBSTANTIALLY ALL THE PROPERTY OR ASSETS OF THE CORPORATION; (F) TO APPROVE CHANGES TO THE CORPORATION'S GOVERNANCE STRUCTURE. |
| FORM 990, PART VI, SECTION B, LINE 11B | PROCESS USED TO REVIEW THE FORM 990: THE CORPORATION'S BOARD OF DIRECTORS HAS DELEGATED TO THE AUDIT AND COMPLIANCE COMMITTEE OF THE BOARD THE REVIEW OF FORM 990 PRIOR TO ISSUANCE. THE FORM 990 WAS PREPARED BASED ON INFORMATION RECEIVED FROM VARIOUS DEPARTMENTS OF THE ORGANIZATION INCLUDING ACCOUNTING, HUMAN RESOURCES, CORPORATE COMPLIANCE AND LEGAL. THE CORPORATION ENGAGED AN OUTSIDE ACCOUNTING FIRM TO PREPARE THE RETURN. THE RETURN IS INITIALLY REVIEWED BY MANAGEMENT, INCLUDING AN OFFICER OF THE ORGANIZATION. MANAGEMENT THEN PRESENTS THE RETURNS TO THE AUDIT AND COMPLIANCE COMMITTEE, WHICH DISCUSSES KEY DISCLOSURES AND OTHER INFORMATION INCLUDED IN THE FORM 990. IN ADDITION, AN ELECTRONIC VERSION OF THE FORM 990 IS POSTED TO A SECURE WEBSITE AVAILABLE TO ALL OF THE BOARD OF DIRECTORS PRIOR TO FILING. |
| FORM 990, PART VI, SECTION B, LINE 12C | MONITORING & ENFORCEMENT OF COMPLIANCE WITH CONFLICT-OF-INTEREST POLICY. THE ORGANIZATION HAS A COMPREHENSIVE BOARD CONFLICT OF INTEREST POLICY. OFFICERS, DIRECTORS, NON-DIRECTOR MEMBERS OF BOARD COMMITTEES, SENIOR EXECUTIVES AND KEY EMPLOYEES ARE REQUIRED TO COMPLETE AN ANNUAL CONFLICT OF INTEREST QUESTIONNAIRE. RESPONSES TO THE QUESTIONNAIRE ARE SUBMITTED FOR REVIEW AND RECOMMENDATION TO THE CHIEF COMPLIANCE OFFICER, FOLLOWED BY REVIEW AND CONSIDERATION BY THE AUDIT & COMPLIANCE COMMITTEE OR THE GOVERNANCE COMMITTEE OF THE BOARD. IF, SUBSEQUENT TO COMPLETION OF THE ANNUAL QUESTIONNAIRE, ANY COVERED PERSON BECOMES AWARE OF AN INTEREST THAT COULD GIVE RISE TO A CONFLICT OF INTEREST, THE COVERED PERSON IS OBLIGATED TO PROMPTLY DISCLOSE THE INTEREST. THE AUDIT AND COMPLIANCE COMMITTEE OR THE GOVERNANCE COMMITTEE SHALL DETERMINE IF A DISCLOSED INTEREST MAY RESULT IN A CONFLICT OF INTEREST. THE PERSON WITH THE POTENTIAL CONFLICT OF INTEREST MAY NOT BE PRESENT DURING ANY MEETING IN WHICH THE AUDIT AND COMPLIANCE OR GOVERNANCE COMMITTEE CONDUCTS ITS EVALUATION, EXCEPT TO ANSWER QUESTIONS. THE AUDIT AND COMPLIANCE COMMITTEE OR GOVERNANCE COMMITTEE MAY REQUEST ADDITIONAL INFORMATION BEFORE REACHING A DETERMINATION. WHERE A CONFLICT IS DETERMINED TO EXIST, THE AUDIT AND COMPLIANCE COMMITTEE OR GOVERNANCE COMMITTEE, WHICH FOR THESE PURPOSES MUST INCLUDE THE CHAIR OF THE AUDIT AND COMPLIANCE COMMITTEE, SHALL NOT ENGAGE IN A CONTRACT, TRANSACTION, OR ARRANGEMENT, UNLESS THE BOARD OF DIRECTORS OR GOVERNENCE COMMITTEE HAVE INVESTIGATED ALTERNATIVES AND DEVELOPED AND IMPLMENTED A PLAN FOR MANAGING THE CONFLICT.ANY DIRECTOR HAVING A CONFLICT OF INTEREST WITH RESPECT TO A PROPOSED CONTRACT, TRANSACTION OR ARRANGEMENT IS PROHIBITED FROM VOTING ON ANY MATTER RELATING TO THE CONTRACT, TRANSACTIONS OR ARRANGEMENT, AND IS EXCUSED FROM THE PORTION OF THE MEETING WHERE THE PROPOSED CONTRACT IS DISCUSSED. |
| FORM 990, PART VI, SECTION B, LINE 15 | FORM 990, PART VI, LINE 15A PROCESS FOR DETERMINING COMPENSATION OF CEO: THE COMPENSATION OF THE CEO IS REVIEWED AND APPROVED BY THE COMPENSATION COMMITTEE OF HOAG'S BOARD OF DIRECTORS, COMPRISED SOLELY OF INDEPENDENT DIRECTORS. THE COMPENSATION COMMITTEE RECEIVES A STUDY PERFORMED BY AN INDEPENDENT CONSULTING FIRM THAT REVIEWS LEVELS OF COMPENSATION AT COMPARABLE ORGANIZATIONS FOR COMPARABLE POSITIONS WHEN SETTING COMPENSATION OF THE OFFICERS AND KEY EMPLOYEES. THIS PROCESS OF USING COMPARABLE DATA TO ESTABLISH LEVELS OF COMPENSATION HAS BEEN IN PLACE IN EXCESS OF 40 YEARS. THE COMPENSATION COMMITTEE DOCUMENTS THAT THE COMPENSATION IS REASONABLE IN ITS BOARD MINUTES DURING EXECUTIVE SESSION. THIS PROCESS WAS LAST COMPLETED IN 2022. IN ADDITION, THE INDEPENDENT CONSULTING FIRM PROVIDES THE BOARD WITH AN OPINION LETTER EACH YEAR CERTIFYING THAT THE COMPENSATION PROGRAM AND ALL PAY ELEMENTS (TOTAL REMUNERATION) APPROVED BY THE BOARD ARE DEEMED REASONABLE IN COMPLIANCE WITH IRC SECTION 4958. FORM 990, PART VI, LINE 15B PROCESS FOR DETERMINING COMPENSATION: THE COMPENSATION OF THE COO, CFO AND ALL SENIOR VICE PRESIDENTS (KEY EMPLOYEES): IS REVIEWED AND APPROVED BY THE COMPENSATION COMMITTEE OF HOAG'S BOARD OF DIRECTORS, COMPRISED SOLELY OF INDEPENDENT DIRECTORS. THE COMPENSATION COMMITTEE RECEIVES A STUDY PERFORMED BY AN INDEPENDENT CONSULTING FIRM THAT REVIEWS LEVELS OF COMPENSATION AT COMPARABLE ORGANIZATIONS FOR COMPARABLE POSITIONS WHEN SETTING COMPENSATION OF THE OFFICERS AND KEY EMPLOYEES. THIS PROCESS OF USING COMPARABLE DATA TO ESTABLISH LEVELS OF COMPENSATION HAS BEEN IN PLACE IN EXCESS OF 39 YEARS. THE COMPENSATION COMMITTEE DOCUMENTS THAT THE COMPENSATION IS REASONABLE IN ITS BOARD MINUTES DURING EXECUTIVE SESSION. THIS PROCESS WAS LAST COMPLETED IN 2022. IN ADDITION, THE INDEPENDENT CONSULTING FIRM PROVIDES THE BOARD WITH AN OPINION LETTER EACH YEAR CERTIFYING THAT THE COMPENSATION PROGRAM AND ALL PAY ELEMENTS (TOTAL REMUNERATION) APPROVED BY THE BOARD ARE DEEMED REASONABLE IN COMPLIANCE WITH IRC SECTION 4958. THE FOLLOWING INDIVIDUALS RECEIVED A CONTRIBUTION DURING THE CURRENT YEAR: ROBERT BRAITHWAITE - $210,960 FLYNN ANDRIZZI - $22,845 |
| FORM 990, PART VI, SECTION C, LINE 19 | PROCESS FOR MAKING DOCUMENTS AVAILABLE TO THE PUBLIC THE ORGANIZATION MAKES ITS GOVERNING DOCUMENTS AND CONFLICTS OF INTEREST POLICY AVAILABLE TO THE PUBLIC UPON REQUEST. THE FINANCIAL STATEMENTS ARE POSTED ON THE ORGANIZATION'S WEBSITE. |
| FORM 990, PART XI, LINE 9: | INVESTMENT IN JV 35,096,180. EQUITY TRANSFER TO HOAG CLINIC -88,179,088. |
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