2023-10-31T11:34:37-05:00 2022-12-31 990 2022-01-01 481009910 CARITAS CLINICS INC CARI 9136518860 818 NORTH 7TH STREET LEAVENWORTH KS 66048 MICHELE SURBER EXECUTIVE DIRECTOR 9136518860 2023-10-23 MICHELE SURBER XXX-XX-XXXX 0 2 AAL1 IAL1 2022 2023-04-26 12:10:37Z MICHELE SURBER 818 NORTH 7TH STREET LEAVENWORTH KS 66048 3217851 0 0928 X SEE SCHEDULE O X 1985 KS WE REVEAL AND FOSTER GOD'S HEALING LOVE BY IMPROVING THE HEALTH OF THEPEOPLE AND COMMUNITIES WE SERVE, ESPECIALLY THOSE WHO ARE POOR ANDVULNERABLE. 17 17 52 8 0 0 1743222 2282765 109708 847117 131774 87969 0 0 1984704 3217851 40252 28843 0 0 2052955 3867991 0 0 457375 479625 1154354 2572832 5051188 -588128 -1833337 4619060 3682088 134881 136232 4484179 3545856 X WE REVEAL AND FOSTER GOD'S HEALING LOVE BY IMPROVING THE HEALTH OF THEPEOPLE AND COMMUNITIES WE SERVE, ESPECIALLY THOSE WHO ARE POOR ANDVULNERABLE. 1 0 3799954 28843 847117 AS A SAFETY NET CLINIC, WE PROVIDE PRIMARY HEALTH CARE, CHRONIC DISEASE MANAGEMENT AND MEDICATION ASSISTANCE TO VERY LOW-INCOME UNINSURED RESIDENTS OF LEAVENWORTH COUNTY AT SAINT VINCENT CLINIC AND WYANDOTTE COUNTY AT DUCHESNE CLINIC.FOR OUR PATIENTS, WE ARE A DOCTOR'S OFFICE THAT ALSO PROVIDES SUPPORTING SERVICES. PATIENTS CAN COME TO SAINT VINCENT CLINIC AND DUCHESNE CLINIC FOR:PRIMARY HEALTH CAREDIAGNOSIS AND TREATMENT OF COMMON HEALTH CONCERNS / URGENT CARECARE OF MINOR INJURIESLABORATORY AND RADIOLOGY SERVICESCHRONIC DISEASE MANAGEMENT, FOR THE NEARLY 80% OF OUR PATIENTS WHO HAVE AT LEAST ONE CHRONIC DISEASE, LIKE DIABETES, HEART DISEASE OR ASTHMA.PREVENTIVE CARE SERVICES, INCLUDING CERVICAL EXAMS, MAMMOGRAMS, SIGMOIDOSCOPY, PNEUMONIA AND FLU VACCINES, AND PATIENT EDUCATION SERVICES ON NUTRITION, SMOKING CESSATION, AND DIABETES MANAGEMENT.CHRONIC DISEASE MANAGEMENT- DIAGNOSIS AND MANAGEMENT OF CHRONIC CONDITIONS SUCH AS DIABETES AND HYPERTENSION- HEALTH AND NUTRITION EDUCATION- DIABETES EDUCATION- SMOKING CESSATION PROGRAMMEDICATION ASSISTANCE- ACCESS TO MEDICATIONS AND ROUTINE REFILLS THROUGH PHARMACEUTICAL COMPANY PROGRAMS- ASSISTANCE (BASED ON FUNDING) TO MEDICATIONS THROUGH VOUCHERS TO LOCAL PHARMACIESSPECIALTY CARE- SUBSIDIZED VISION/DENTAL CARE REFERRALS- OTHER SPECIALTY CARE, BASED ON DONOR/PARTNER AVAILABILITYSOCIAL SERVICES- REFERRALS TO SOCIAL SERVICE AGENCIESON MAY 1, OF 2022 MARIAN CLINIC, INC. MERGED WITH CARITAS CLINICS, INC. MARIAN CLINIC PROVIDES HIGH-QUALITY, PATIENT-CENTERED, COMPLETE DENTAL CARE FOR THE UNINSURED, UNDERINSURED, AND THOSE WITH NO DENTAL HOME. REALIZING THAT ORAL HEALTH IS DIRECTLY CONNECTED TO OVERALL HEALTH, DIABETES, STROKE, HEART DISEASE, PNEUMONIA, MENTAL HEALTH, AND MISSED DAYS OF WORK/SCHOOL, THE MARIAN CLINIC BEGAN ITS DENTAL SERVICES IN 1989 TO HELP WITH UNMET NEEDS IN THE COMMUNITY. MARIAN CLINIC WILL CONTINUE TO PROVIDE QUALITY DENTAL CARE FROM EXPERIENCED, LICENSED DENTAL PROFESSIONALS THAT ARE DEDICATED TO HELPING THE WHOLE FAMILY ENJOY THE BENEFITS OF GOOD ORAL HEALTHCARE.CARITAS CLINICS, INC., IS AFFILIATED WITH SISTERS OF CHARITY OF LEAVENWORTH HEALTH SYSTEM, INC. ON APRIL 1, 2022, SISTERS OF CHARITY OF LEAVENWORTH HEALTH SYSTEM, INC. AFFLIATED WITH INTERMOUNTAIN HEALTH CARE, INC., CREATING A MODEL HEALTH SYSTEM THAT PROVIDES HIGH-QUALITY, ACCESSIBLE, AND AFFORDABLE HEALTHCARE TO COMMUNITIES IN UTAH, IDAHO, NEVADA, COLORADO, MONTANA, WYOMING, AND KANSAS. THE ORGANIZATION EMPLOYS NEARLY 60,000 CAREGIVERS, OPERATES 33 HOSPITALS (INCLUDING ONE VIRTUAL HOSPITAL), AND RUNS HUNDREDS OF CLINICS, WHILE PROVIDING HEALTH INSURANCE TO OVER ONE MILLION PEOPLE IN UTAH, IDAHO AND NEVADA.AS PART OF INTERMOUNTAIN HEALTH (INTEGRATED HEALTH SYSTEM), CARITAS CLINICS HAS DIRECT ACCESS TO BEST PRACTICES, RESOURCES, TECHNOLOGY, TALENT AND STRATEGIC CAPITAL.CARITAS CLINICS HISTORY IN 1986, SISTER ROSALIE MAHONEY EXPRESSED CONCERN THAT MANY LOW-INCOME RESIDENTS OF LEAVENWORTH COUNTY HAD NO MEDICAL COVERAGE OR ACCESS TO CARE. HER INITIATIVE MADE POSSIBLE SAINT VINCENT CLINIC, ESTABLISHED IN 1986, TO PROVIDE A COST-EFFECTIVE, ACCESSIBLE HEALTH CARE FACILITY FOR LEAVENWORTH RESIDENTS.RECOGNIZING A SIMILAR NEED IN WYANDOTTE COUNTY, THE SISTERS OF CHARITY OF LEAVENWORTH AND MANY COMMUNITY PARTNERS BROUGHT SISTER ROSALIE'S VISION ALIVE AGAIN WITH THE ESTABLISHMENT OF DUCHESNE CLINIC IN 1989. THE TWO CLINICS HAVE BEEN INCORPORATED SINCE 1993 AS CARITAS CLINICS, INC; PROVIDING QUALITY, AFFORDABLE HEALTH CARE FOR THOSE IN NEED.FOUNDED ON THE BELIEF THAT HEALTH CARE IS A BASIC HUMAN RIGHT, SAINT VINCENT AND DUCHESNE CLINICS PROVIDE SERVICES TO INDIGENT PATIENTS, REGARDLESS OF RELIGIOUS AFFILIATION, WITH AN EMPHASIS ON THE VALUES OF COMPASSION, RESPECT OF PERSONAL DIGNITY, AND A SENSITIVITY TO HUMAN SUFFERING. THE CLINICS' MISSION IS TO, IN THE SPIRIT OF THE SISTERS OF CHARITY, REVEAL GOD'S HEALING LOVE BY IMPROVING THE HEALTH OF THE INDIVIDUALS AND COMMUNITIES WE SERVE ESPECIALLY THOSE WHO ARE POOR AND VULNERABLE.DUCHESNE CLINICDUCHESNE CLINIC IS A PRIMARY CARE DOCTOR'S OFFICE FOR LOW-INCOME UNINSURED RESIDENTS OF WYANDOTTE COUNTY. OFTEN REFERRED TO AS A "SAFETY-NET" CLINIC, DUCHESNE CLINIC PROVIDES THE SAME SERVICES AS MOST FAMILY DOCTORS IN A WELCOMING, COMPASSIONATE ENVIRONMENT. THE DIFFERENCE, OF COURSE, IS THAT OUR PATIENTS HAVE NO INSURANCE, NOT EVEN MEDICAID OR MEDICARE, AND NO WAY TO PAY FOR THEIR CARE. OUR SERVICES INCLUDE PRIMARY HEALTH CARE, MEDICATION ASSISTANCE, AND CHRONIC DISEASE MANAGEMENT.SAINT VINCENT CLINICSAINT VINCENT CLINIC IS A DOCTOR'S OFFICE FOR LOW-INCOME UNINSURED RESIDENTS OF LEAVENWORTH COUNTY. OFTEN REFERRED TO AS A "SAFETY-NET" CLINIC, SAINT VINCENT CLINIC PROVIDES THE SAME SERVICES AS MOST FAMILY DOCTORS IN A WELCOMING, COMPASSIONATE ENVIRONMENT. THE DIFFERENCE, OF COURSE, IS THAT OUR PATIENTS HAVE NO INSURANCE, NOT EVEN MEDICAID, TRI-CARE OR VETERAN'S BENEFITS AND NO WAY TO PAY FOR THEIR CARE. OUR SERVICES INCLUDE PRIMARY HEALTH CARE, MEDICATION ASSISTANCE, AND CHRONIC DISEASE MANAGEMENT.VALUES FRAMEWORK FOR STRATEGIC VISIONFOUNDED BY THE SISTERS OF CHARITY TO "SERVE THEIR BROTHERS AND SISTERS IN CHRIST", SAINT VINCENT AND DUCHESNE CLINICS CONTINUE TO EMPHASIZE CARE FOR THE WHOLE PERSON, PIECING TOGETHER SUPPORT TO HELP PEOPLE HEAL THEIR LIVES. TODAY, THOSE VALUES ARE REFLECTED IN FRAMEWORKS SUCH AS PATIENT-CENTERED CARE, CARE COORDINATION, AND THE HEALTH VILLAGE.GOVERNANCEOUR BOARD OF DIRECTORS INCLUDES STANDING COMMITTEES ON QUALITY, FINANCE, FUNDRAISING AND FACILITIES. ALL BOARD MEMBERS SUPPORT THE CLINIC THROUGH BOTH VOLUNTEER AND FINANCIAL COMMITMENTS. WITH THE EXECUTIVE DIRECTOR AND ADMINISTRATIVE LEADERSHIP, THE BOARD OF DIRECTORS COMPLETES AN ANNUAL STRATEGIC PLAN AND REVIEWS QUARTERLY PROGRESS TOWARD STRATEGIC GOALS AND OBJECTIVES.DIVERSITYSAINT VINCENT AND DUCHESNE CLINICS ARE CULTURALLY COMPETENT IN ADDRESSING THE NEEDS OF A DIVERSE PATIENT POPULATION. WE HAVE DEVELOPED AN INCLUSIVITY MATRIX FOR USE IN RECRUITING POTENTIAL BOARD MEMBERS WHO REPRESENT THE COMMUNITIES WE SERVE, UTILIZE TRAINED, CERTIFIED MEDICAL INTERPRETERS IN OUR CARE TEAMS, AND HAVE A DIVERSE STAFFING MIX THAT REFLECTS THE COMMUNITIES WE SERVE.STEWARDSHIPADDRESSING HEALTH DISPARITIES - ACTUALLY HELPING PEOPLE FROM DIVERSE COMMUNITIES GET HEALTHIER - TAKES A BROAD NETWORK OF PARTNERSHIPS AND COLLABORATIONS. SAINT VINCENT AND DUCHESNE CLINICS TAKE A "WHOLE PERSON" PATIENT-CENTERED APPROACH TO PROVIDE BETTER CARE WITH BETTER RESULTS ON A SHOESTRING BUDGET.SUSTAINABILITYSAINT VINCENT AND DUCHESNE CLINICS DEFINE SUSTAINABILITY AS HAVING THE FINANCIAL, HUMAN AND PHYSICAL RESOURCES TO CARE FOR PATIENTS WHILE MEETING THE CONTINUALLY CHANGING NEEDS OF THE COMMUNITY AND PREPARES AN ANNUAL INTEGRATED STRATEGIC PLAN (ISP) WHICH IS PUBLISHED ON SAINT VINCENT AND DUCHESNE CLINICS' GUIDESTAR PROFILE PAGE. THE ISP INCLUDES BUSINESS PLANNING; MARKET, COMMUNITY NEEDS AND SWOT ANALYSES; QUALITY ASSURANCE, STAFF AND BOARD LEADERSHIP DEVELOPMENT AND RETENTION; FINANCIAL REVIEW AND A DIVERSIFIED DEVELOPMENT PLAN, CONSIDERING MULTI-YEAR TRENDS INCLUDING THE EMERGING HEALTHCARE ENVIRONMENT.COLLABORATIONTHROUGH OUR EXPERIENCE AND EXPERTISE IN ESTABLISHING RELATIONSHIPS WITH COMMUNITY SUPPORTERS, THE CLINIC HAS CREATED A NETWORK OF CARE AND HAS A WELL-DESERVED REPUTATION FOR HELPING PATIENTS GET THE CARE THEY NEED. MANY OF OUR PATIENTS HAVE RECEIVED CARE AT THE CLINIC FOR A NUMBER OF YEARS, AND THE LONG-TERM HEALTH STATUS OF THOSE PATIENTS HAS BEEN GREATLY IMPROVED.ACCESS TO CAREAS A DOCTOR'S OFFICE FOR PEOPLE WITH FEW RESOURCES, SAINT VINCENT AND DUCHESNE CLINICS' SERVICES INCLUDE CHRONIC DISEASE MANAGEMENT, ACUTE AND PREVENTIVE CARE AND CARE COORDINATION. CHRONIC DISEASE MANAGEMENT CONSISTS OF DIAGNOSIS, ONGOING TREATMENT, PATIENT EDUCATION AND SUPPORT FOR THE 80% OF OUR PATIENTS WITH A CHRONIC CONDITION LIKE DIABETES, HEART DISEASE, ASTHMA/COPD AND DEPRESSION. ACUTE CARE APPOINTMENTS ARE AVAILABLE ON A SAME DAY/NEXT DAY BASIS FOR PATIENTS WITH COLD, FLU OR OTHER NON-EMERGENCY CHANGE IN HEALTH STATUS. PREVENTIVE CARE SERVICES INCLUDE CANCER AND VISION SCREENINGS, VACCINATIONS, SMOKING CESSATION AND PATIENT EDUCATION.FOR SAINT VINCENT AND DUCHESNE CLINICS' POOR, UNINSURED PATIENTS, ACCESS TO SPECIALTY CARE IS MORE THAN PROVIDING A NAME OF A PHYSICIAN PRACTICE. OUR EXTENSIVE CARE COORDINATION PROGRAM INCLUDES HELPING THE PATIENT AFFORD SPECIALTY CARE BY NEGOTIATING FREE, REDUCED-COST CARE OR SUBSIDIZED CARE, MAKING THE APPOINTMENT WITH THE PATIENT, EVEN PROVIDING BUS FARE IF THE PATIENT LACKS VIABLE TRANSPORTATION. CARE COORDINATION INCLUDES VISION, DENTAL AND OTHER SPECIALTY CARE FOR WHICH SAINT VINCENT AND DUCHESNE CLINICS NEGOTIATE FREE OR LOW-COST OPTIONS, AND COORDINATE CARE FOR OUR PATIENTS, INCLUDING SUBSIDIZING THE COST OF CARE WHEN POSSIBLE. 3799954 1 1 0 0 0 0 0 0 0 0 1 0 0 1 0 0 0 1 0 0 0 0 0 0 0 0 0 0 1 1 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 1 X 0 0 52 1 0 0 0 0 0 0 0 0 0 0 0 0 X 17 17 0 0 1 0 1 1 1 1 1 0 0 1 1 1 1 1 1 1 1 0 X MICHELE SURBER 9136518860 818 NORTH 7TH STREET LEAVENWORTH KS 66048 KENE MACKENZIE DENTIST 5/1-12/24/22 50.00 0.00 X 228342 0 22810 JANA ZAUDKE MD MEDICAL DIR 50.00 0.00 X 220331 0 30038 NATHAN LASKOWSKI DENTIST 5/1-12/24/22 50.00 0.00 X 163918 0 20943 MICHELE SURBER EXECUTIVE DIRECTOR 25.00 25.00 X 136083 0 16495 TERRI EVANS DIR FINANCE 1/1-5/1/22 50.00 0.00 X 93353 0 31258 SARAH PAYNE NURSE PRACTITIONER 50.00 0.00 X 104073 0 19934 CANDESS SOUTHALL DIR FINANCE 6/1-12/31/22 50.00 0.00 X 68371 0 5831 MYRANDA AGNEW DIRECTOR 7/8-12/31/22 1.00 0.00 X 0 0 0 PATRICK ALTENHOFEN SECRETARY 1/1-7/18/22 / VICE CHAIR 7/18-12/31/22 3.00 0.00 X X 0 0 0 BRETT BIBLER DIRECTOR 1.00 0.00 X 0 0 0 SAMUEL DANDAR MD DIRECTOR 5/1-12/31/22 1.00 0.00 X 0 0 0 DAVE DULNY DIRECTOR 1.00 0.00 X 0 0 0 ANITA DUNN DIRECTOR 1.00 0.00 X 0 0 0 SR MARGARET FINCH DIRECTOR 5/1-10/27/22 1.00 0.00 X 0 0 0 THERESE HORVAT DIRECTOR 1/1-9/6/22 1.00 0.00 X 0 0 0 JOSE HUGUEZ DIRECTOR 1.00 0.00 X 0 0 0 CAMALLA LEONHARD DIRECTOR 7/8-12/31/22 1.00 0.00 X 0 0 0 MARY MACK DIRECTOR 7/8-12/31/22 1.00 0.00 X 0 0 0 MARSHALL MEEK DIRECTOR 5/1-12/31/22 1.00 0.00 X 0 0 0 ROBERT MEISSNER DIRECTOR 5/1-11/14/22 1.00 0.00 X 0 0 0 ROSEMARY PODREBARAC DIRECTOR 5/1-12/31/22 1.00 0.00 X 0 0 0 JUDY SCOTT PRESIDENT 3.00 0.00 X X 0 0 0 JANET VITT DIRECTOR / SECRETARY 12/8-12/31/22 3.00 0.00 X X 0 0 0 EDNA WAGNER DIRECTOR 1.00 0.00 X 0 0 0 KICIA WAGNER DIRECTOR 7/8-12/31/22 1.00 0.00 X 0 0 0 SR AMY WILLCOTT VICE CHAIR 1/1-7/18/22 / DIRECTOR 7/18-12/31/22 3.00 0.00 X X 0 0 0 CHAD YEAGER DIRECTOR 5/1-7/18/22 / CHAIR 7/18-12/31/22 3.00 0.00 X X 0 0 0 1014471 0 147309 3 0 1 0 0 122859 419184 388632 1352090 2282765 PATIENT SERVICE REVENU 621110 847117 847117 847117 87969 87969 3217851 847117 0 87969 28843 28843 268088 202186 35434 30468 2889803 2179423 381957 328423 95938 76164 9336 10438 389207 308986 37876 42345 224955 169732 31409 23814 24816 473 23443 900 112 112 199088 100978 98110 7235 4558 2677 56745 56745 84302 84302 52695 51426 1220 49 35184 15228 18563 1393 11346 11346 162747 47241 115506 26158 26158 MEDICAL SUPPLIES 229279 229279 PURCHASED SERVICES 101907 72515 11495 17897 BAD DEBT 96384 96384 DUES AND MEMBERSHIPS 22781 22781 43575 41364 563 1648 5051188 3799954 793859 457375 100 33882 14893 118839 497370 308599 5423 330562 8049 304 1680874 164241 878212 1516633 3215013 1373269 4619060 3682088 134881 136232 134881 136232 X 3977811 2480267 506368 1065589 4484179 3545856 4619060 3682088 X -1833337 895014 X 0 1 X 1 0 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 36190 36190 835930 31347 804583 487000 97583 389417 269000 35311 233689 52754 52754 1516633 INTERCOMPANY RECEIVABLE 575083 OTHER WORKING CAPITAL 798186 1373269 1 OPTICAL CARE FOR INDIGENT PATIENTS 230 14705 DENTAL CARE FOR INDIGENT PATIENTS 54 13043 MENTAL HEALTH CARE FOR INDIGENT PATIENTS 44 1095 PART I, LINE 2: GRANTS AND ASSISTANCE ARE MADE IN ACCORDANCE WITH ANY DONOR RESTRICTIONS. AS SUCH, RESTRICTED FUNDS ARE MAINTAINED UNTIL RESTRICTIONS ARE SATISFIED AND FUNDING SUBSEQUENTLY DISBURSED. RESTRICTED FUNDS ARE INTERNALLY AUDITED QUARTERLY. X X X X X X 0 1 0 0 0 0 0 1 0 KENE MACKENZIE DENTIST 5/1-12/24/22 201992 0 25000 0 1350 0 11386 0 11424 0 251152 0 0 0 JANA ZAUDKE MD MEDICAL DIR 218443 0 0 0 1888 0 10787 0 19251 0 250369 0 0 0 NATHAN LASKOWSKI DENTIST 5/1-12/24/22 153476 0 10000 0 442 0 9373 0 11570 0 184861 0 0 0 MICHELE SURBER EXECUTIVE DIRECTOR 130010 0 5700 0 373 0 15412 0 1083 0 152578 0 0 0 PART I, LINE 3 THE ORGANIZATION'S OFFICERS AND SENIOR MANAGEMENT ARE PAID BY CARITAS CLINICS, INC. OR PAID BY A RELATED ORGANIZATION, SISTERS OF CHARITY OF LEAVENWORTH HEALTH SYSTEM, INC. (SCL HEALTH). COMPENSATION FOR THE OFFICERS AND SENIOR MANAGEMENT IS MANAGED BY THE INTERMOUNTAIN HEALTH CARE, INC. BOARD COMPENSATION COMMITTEE (COMMITTEE) ON BEHALF OF SCL HEALTH AND ALL OF ITS AFFILIATES. THE COMMITTEE REVIEWS AND APPROVES COMPENSATION ARRANGEMENTS OF THE OFFICERS AND SENIOR MANAGEMENT AND MAKES RECOMMENDATIONS TO INTERMOUNTAIN HEALTH CARE, INC.'S BOARD FOR APPROVAL OF ANY CHANGES TO COMPENSATION FOR THE OFFICERS AND SENIOR MANAGEMENT. THE COMMITTEE'S REVIEW IS CONDUCTED IN A MANNER THAT IS INTENDED TO QUALIFY FOR THE REBUTTABLE PRESUMPTION OF REASONABLENESS UNDER THE INTERMEDIATE SANCTIONS RULES OF INTERNAL REVENUE CODE SECTION 4958. THE COMMITTEE CONDUCTS THE REVIEW WITH THE ASSISTANCE OF AN EXPERIENCED AND INDEPENDENT COMPENSATION CONSULTING FIRM THAT HAS DEEP NATIONAL EXPERTISE IN HEALTH SYSTEMS' EXECUTIVE COMPENSATION PROGRAMS AND LEVELS. THE COMMITTEE OBTAINS AND RELIES UPON CURRENT, COMPARABLE MARKET DATA FOR PEER ORGANIZATIONS PRIOR TO MAKING COMPENSATION RELATED DECISIONS. THE INFORMATION REVIEWED INCLUDES COMPENSATION LEVELS PAID BY SIMILARLY SITUATED ORGANIZATIONS FOR FUNCTIONALLY COMPARABLE POSITIONS, THE AVAILABILITY OF SIMILAR SERVICES IN THE GEOGRAPHIC AREA SERVED BY INTERMOUNTAIN HEALTH CARE, INC. AND CURRENT COMPENSATION SURVEYS COMPILED BY AN INDEPENDENT FIRM. CONSISTENT WITH THE PAY PHILOSOPHY SET BY INTERMOUNTAIN HEALTH CARE INC.'S BOARD, THE COMMITTEE EMPHASIZES THE IMPORTANCE OF ENSURING TOTAL REMUNERATION IS REASONABLE AND APPROPRIATE WHEN REVIEWING AND MAKING RECOMMENDATIONS WITH RESPECT TO COMPENSATION PACKAGES FOR THE OFFICERS AND SENIOR MANAGEMENT. AS PART OF THE REVIEW PROCESS, INTERMOUNTAIN HEALTH CARE, INC. USES THE FOLLOWING IN ESTABLISHING THE COMPENSATION OF OFFICERS AND SENIOR MANAGEMENT. 1) COMPENSATION COMMITTEE 2) INDEPENDENT COMPENSATION CONSULTANT 3) FORM 990 OF OTHER ORGANIZATIONS 4) WRITTEN EMPLOYMENT CONTRACTS 5) COMPENSATION SURVEYS AND STUDIES 6) APPROVAL BY THE BOARD OR COMPENSATION COMMITTEE THE ITEMS LISTED ABOVE SUPPORT THE COMPENSATION COMMITTEE'S EFFORTS TO ENSURE THAT THE LEVEL OF COMPENSATION PROVIDED TO ITS OFFICERS AND SENIOR MANAGEMENT IS REASONABLE, APPROPRIATE AND CONSISTENT WITH THE PAY PHILOSOPHY SET BY THE BOARD. PART I, LINE 4B A RELATED ORGANIZATION PROVIDES NONQUALIFIED DEFERRED COMPENSATION PLANS (NQDC) KNOWN AS SUPPLEMENTAL EXECUTIVE RETIREMENT PROGRAM (SERP) FOR EXECUTIVES (SENIOR MANAGEMENT) TO COMPENSATE FOR REGULATORY IMPOSED LIMITATIONS IN QUALIFIED RETIREMENT PLANS AND TO PROVIDE A BENEFIT CONSISTENT WITH OTHER NOT FOR PROFIT HEALTH SYSTEMS. THESE PLANS ENABLE THE EXECUTIVE TO EARN BENEFITS DURING EACH YEAR THAT THEY PARTICIPATE. IN 2014, IN AN EFFORT TO REDUCE LONG-TERM COST AND HAVE GREATER CONTROL OVER FINANCIAL RISK, THE SERP WAS CONVERTED FROM A DEFINED BENEFIT (DB) TO A DEFINED CONTRIBUTION (DC) DESIGN. CERTAIN MEMBERS OF SENIOR MANAGEMENT WHOSE BENEFITS WERE CONVERTED FROM DB TO DC WOULD HAVE BEEN DISPROPORTIONATELY AND NEGATIVELY AFFECTED BY THE CHANGE, SO THE COMMITTEE DETERMINED IT WOULD BE APPROPRIATE TO GRANT "TRANSITION CREDITS" IN ORDER TO MITIGATE THE NEGATIVE IMPACT OF THE CHANGE ON THEIR RETIREMENT BENEFITS. THIS IS A COMMON APPROACH EMPLOYED BY OTHER ORGANIZATIONS UNDERGOING A SIMILAR TRANSITION. THE TRANSITION CREDITS VEST IN ACCORDANCE WITH THE TERMS OF THE DC SERP (I.E., AFTER THREE YEARS) AND ARE PAID TO THE EXECUTIVE UPON VESTING. NQDC SERP PLANS PRIOR TO 2014 PRIOR TO 2014, THE RELATED ORGANIZATION'S NQDC SERP PLAN PROVIDED A BENEFIT TO ELIGIBLE PARTICIPANTS BASED ON A PERCENTAGE OF THEIR BASE COMPENSATION. THE VESTING PERIOD IS 5 YEARS OR WHEN THE PARTICIPANT IS AGE 65 OR OLDER. THERE WERE NO CONTRIBUTIONS TO THIS PLAN AFTER DECEMBER 31, 2013. FOR AMOUNTS CONTRIBUTED TO THE NQDC SERP PLAN PRIOR TO 2014, VESTED AMOUNTS ARE PAYABLE UPON THE END OF EMPLOYMENT. THE VESTED AMOUNTS WITHDRAWN INCLUDE AMOUNTS PREVIOUSLY TAXED TO THE RECIPIENT AND AMOUNTS TAXABLE TO THE RECIPIENT IN THE CURRENT YEAR. THE TAXABLE AMOUNTS ARE INCLUDED ON THE RECIPIENT'S W-2. ANY DISTRIBUTIONS FROM THIS PLAN ARE REPORTED BELOW. IN 2019, THE RELATED ORGANIZATION CONSOLIDATED FOUR NON QUALIFED DEFERRED COMPENSATION PLANS INTO ONE PLAN. AS PART OF THIS EFFORT, ALL VESTED BALANCES FROM THE SERP PLANS PRIOR TO 2014 WERE PAID TO THE PARTICIPANTS IN 2020. THERE ARE NO REMAINING PARTICIPANTS IN THE LEGACY PLANS. NQDC SERP PLANS STARTING IN 2014 STARTING IN 2014, THE RELATED ORGANIZATION'S NQDC SERP PLAN PROVIDED A BENEFIT TO ELIGIBLE PARTICIPANTS BASED ON A PERCENTAGE OF THEIR BASE COMPENSATION. THE VESTING PERIOD IS ROLLING 3 YEARS OR WHEN THE PARTICIPANT IS AGE 65 OR OLDER. THERE WERE NO CONTRIBUTIONS TO THIS PLAN BEFORE JANUARY 1, 2014. ANY DISTRIBUTIONS FROM THIS PLAN ARE REPORTED BELOW. STARTING IN 2014, FOR CONTRIBUTIONS TO THE NQDC SERP PLAN, CERTAIN PARTICIPANTS ARE VESTED OR BECAME VESTED IN THE PLAN DURING 2022. VESTED AMOUNTS ARE PAYABLE TO THE RECIPIENT. THE VESTED AMOUNTS ARE TAXABLE TO THE RECIPIENT IN THE CURRENT YEAR. THE TAXABLE AMOUNTS ARE INCLUDED ON THE RECIPIENT'S W-2. THE AMOUNTS WITHDRAWN FROM THE NQDC SERP PLANS IN 2022 WERE: NONE. IN ACCORDANCE WITH THE REQUIREMENTS OF SCHEDULE J, DEFERRED COMPENSATION EARNED OVER THE VESTING PERIOD IS REPORTED IN COLUMN C AND ANY AMOUNTS VESTED/PAID FROM A DEFERRED COMPENSATION PLAN ARE REPORTED IN COLUMN B(III). THUS, THE SAME AMOUNT WOULD BE REPORTED TWICE (FIRST WHEN IT ACCRUED DURING THE VESTING PERIOD AND AGAIN WHEN IT IS VESTED/PAID). THIS RESULTS IN THE APPEARANCE OF CERTAIN EXECUTIVES RECEIVING MORE THAN THEY ARE ACTUALLY PAID FROM THE DEFERRED COMPENSATION PLANS. COLUMN F IS INTENDED TO RECONCILE THIS DUPLICATION (BY REPORTING AMOUNTS INCLUDED IN COLUMN B(III) THAT HAD BEEN REPORTED AS DEFERRED COMPENSATION ON A SCHEDULE J FOR A PREVIOUS YEAR). HOWEVER, THE SIGNIFICANCE OF THE AMOUNTS LISTED IN COLUMN F IS OFTEN OVERLOOKED AND GIVEN THE COMPLEXITY OF THE SCHEDULE J REPORTING REQUIREMENTS, THE AMOUNTS SHOWN ARE EASILY MISUNDERSTOOD. TO DETERMINE TOTAL AMOUNT EARNED (RATHER THAN THE AMOUNT VESTED/PAID OUT) DURING THE YEAR, SUBTRACT THE AMOUNT IN COLUMN F FROM COLUMN E. PART I, LINE 7 THE AT-RISK COMPENSATION (ARC) PLAN WAS ESTABLISHED TO ENABLE SCL HEALTH TO ATTRACT AND ENGAGE QUALIFIED LEADERS AND TO PROVIDE SUCH LEADERS WITH AN ADDITIONAL PERFORMANCE COMPENSATION OPPORTUNITY TO PROMOTE AND FURTHER ITS CHARITABLE MISSION AND STRATEGIC IMPERATIVES. THE PLAN OPERATES ON A CALENDAR-YEAR BASIS AND AWARD OPPORTUNITIES ARE A PERCENTAGE OF LEADERS' BASE PAY AS DETERMINED BY THEIR MANAGEMENT LEVEL AT SCL HEALTH. ACTUAL AWARDS WILL BE PAID OUT BASED ON ATTAINMENT OF SELECTED SCL HEALTH BOARD-APPROVED GOALS, INCLUDING EBIDA (EARNINGS BEFORE INTEREST, DEPRECIATION AND AMORTIZATION), STEWARDSHIP, QUALITY, PATIENT AND ASSOCIATE SAFETY, AND PATIENT EXPERIENCE AND FULFILLMENT OF OUR MISSION. ADDITIONAL OFFICER AND BOARD DISCLOSURES ON APRIL 1, 2022, SISTERS OF CHARITY OF LEAVENWORTH HEALTH SYSTEM, INC. AFFLIATED WITH INTERMOUNTAIN HEALTH CARE, INC., CREATING A MODEL HEALTH SYSTEM THAT PROVIDES HIGH-QUALITY, ACCESSIBLE, AND AFFORDABLE HEALTHCARE TO COMMUNITIES IN UTAH, IDAHO, NEVADA, COLORADO, MONTANA, WYOMING, AND KANSAS. THE ORGANIZATION EMPLOYS NEARLY 60,000 CAREGIVERS, OPERATES 33 HOSPITALS (INCLUDING ONE VIRTUAL HOSPITAL), AND RUNS HUNDREDS OF CLINICS, WHILE PROVIDING HEALTH INSURANCE TO OVER ONE MILLION PEOPLE IN UTAH, IDAHO AND NEVADA. INTERMOUNTAIN HEALTH CARE, INC. AND RELATED TAX-EXEMPT ORGANIZATIONS ADHERE TO GOVERNANCE EXCELLENCE STANDARDS INCLUDING ACCOUNTABILITY. IN KEEPING WITH INTERMOUNTAIN HEALTH CARE, INC.'S CORE VALUE OF STEWARDSHIP, INTERMOUNTAIN HEALTH CARE, INC.'S BOARD COMPENSATION COMMITTEE (COMMITTEE) HAS RETAINED THE SERVICES OF AN INDEPENDENT COMPENSATION ADVISOR. THE COMPENSATION ADVISOR IS RESPONSIBLE FOR ADVISING THE COMMITTEE ON ALL MATTERS RELATING TO EXECUTIVE COMPENSATION INCLUDING SUPPORTING THE COMMITTEE'S EFFORTS TO ENSURE THAT THE LEVEL OF COMPENSATION PROVIDED OFFICERS AND SENIOR MANAGEMENT IS REASONABLE, APPROPRIATE AND CONSISTENT WITH THE PAY PHILOSOPHY SET BY THE BOARD. THE SISTERS WHO SERVE AS OFFICERS AND/OR BOARD MEMBERS ARE MEMBERS OF THE SISTERS OF CHARITY OF LEAVENWORTH (A RELIGIOUS ORDER OF WOMEN). THE SISTERS HAVE TAKEN VOWS OF POVERTY AND RECEIVE NO COMPENSATION, EXPENSE ACCOUNT ALLOWANCE, OR CONTRIBUTIONS TO BENEFIT PLANS FOR THEIR SERVICES TO THE HEALTH CARE SYSTEM. HOWEVER, A PAYMENT IS MADE DIRECTLY TO THE SISTERS OF CHARITY OF LEAVENWORTH FOR THE SERVICES OF THOSE WHO PERFORM PROFESSIONAL, ADMINISTRATIVE, AND OTHER SUCH SERVICES. FORM 990, PART I, LINE J WEBSITE: WWW.CARITASCLINICS.ORG FORM 990, PART III, LINE 2 ON MAY 1, OF 2022 MARIAN CLINIC, INC. MERGED WITH CARITAS CLINICS, INC. MARIAN CLINIC PROVIDES HIGH-QUALITY, PATIENT-CENTERED, COMPLETE DENTAL CARE FOR THE UNINSURED, UNDERINSURED, AND THOSE WITH NO DENTAL HOME. FORM 990, PART V, LINE 1A EXPLANATION FOR NUMBER REPORTED IN BOX 3 OF FORM 1096: THE ORGANIZATION'S EXPENSES ARE PAID BY A RELATED 501(C)(3) TAX-EXEMPT ORGANIZATION. THE RELATED ORGANIZATION FILES THE REQUIRED FORM 1096 AND RELATED 1099 TAX FORMS FOR ANY EXPENDITURE THAT REQUIRES A FORM 1099 TO BE FILED. FORM 990, PART VI, SECTION A, LINE 4 SIGNIFICANT CHANGES TO ITS GOVERNING DOCUMENTS SINCE THE PRIOR FORM 990 SISTERS OF CHARITY OF LEAVENWORTH HEALTH SYSTEM, INC. ("SCLHS"), THE SOLE MEMBER OF CARITAS CLINICS, INC., AFFILIATED WITH INTERMOUNTAIN HEALTH CARE, INC. ("INTERMOUNTAIN") EFFECTIVE APRIL 1, 2022. AS A RESULT, THE GOVERNING DOCUMENTS OF CARITAS CLINICS INC. WERE UPDATED TO REFLECT THE NEW PARENT ORGANIZATION, INTERMOUNTAIN AS A MEMBER OF SCLHS, HOWEVER SCLHS CONTINUES TO BE THE SOLE MEMBER OF CARITAS CLINICS INC. EFFECTIVE MAY 1, 2022 MARIAN CLINIC, INC. MERGED WITH CARITAS CLINICS, INC. THE GOVERNING DOCUMENTS OF CARITAS CLINICS INC. WERE UPDATED TO INCLUDE THE MANAGEMENT OF MARIAN CLINIC. AS A RESULT OF THE AFFILIATION BETWEEN SCLHS AND INTERMOUNTAIN, RESERVED POWERS ARE HELD BY BOTH SCLHS AND IHC. SCLHS HAS THE POWER TO APPOINT TRUSTEES TO THE BOARD OF DIRECTORS, SUBJECT TO RATIFICATION BY INTERMOUNTAIN. RESERVED POWERS HELD BY INTERMOUNTAIN INCLUDE THE FOLLOWING: - ESTABLISH THE MISSION, VISION, AND VALUES FOR THE CORPORATION; - DEVELOP, ADOPT, AND OVERSEE STRATEGY, GOALS, OBJECTIVES, POLICIES, STANDARDS, AND GUIDELINES FOR THE CORPORATION; - ADOPT, AMEND, OR REPEAL THE GOVERNING DOCUMENTS OF THE CORPORATION; - FIX THE NUMBER OF TRUSTEES OF THE BOARD AND APPOINT AND REMOVE TRUSTEES TO AND FROM THE BOARD; - APPOINT AND REMOVE THE TRUSTEES, DIRECTORS, MANAGERS, OR BOARD OFFICERS OF THE CORPORATION; - PROVIDE FOR THE OVERALL MANAGEMENT OF THE CORPORATION, INCLUDING APPOINTING, OVERSEEING, AND REMOVING THE PRESIDENT AND CHIEF EXECUTIVE OFFICER OF THE CORPORATION; - OVERSEE AUDIT AND COMPLIANCE, CLINICAL EXCELLENCE, COMPENSATION, FINANCE, INVESTMENT, NOMINATING AND GOVERNANCE, AND ANY OTHER NEEDED FUNCTIONS FOR THE PROPER OPERATION OF THE CORPORATION; - OVERSEE THE MEDICAL GROUPS OF THE SYSTEM IN A MANNER TO ENCOURAGE THE DELIVERY OF COST-EFFECTIVE PROFESSIONAL SERVICES TO PATIENTS SERVED AND, IN ACCORDANCE WITH APPLICABLE STATE LAW, OVERSEE CLINICAL PRACTICE AND EVIDENCED-BASED MEDICINE; - APPROVE THE ACQUISITION OF ASSETS, INCURRENCE OF INDEBTEDNESS, SALE, LEASE, TRANSFER, ASSIGNMENT, OR ENCUMBRANCE OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF THE CORPORATION; - APPROVE ANY MERGER, CHANGE OF CONTROL, DISSOLUTION, OR CORPORATE RESTRUCTURING OF THE CORPORATION; - OVERSEE THE ACQUISITION OR FORMATION OF ANY NEW SUBSIDIARY OF THE CORPORATION; AND - DIRECT FINANCES AND INVESTMENTS OF THE CORPORATION, INCLUDING CONTROLS, OPERATING AND CAPITAL BUDGETS, INTERCOMPANY TRANSFERS OR LOANS, AND SELECTION AND REMOVAL OF EXTERNAL AUDITORS. AS PART OF THE AFFILIATION, CERTAIN PROTECTIONS WERE INCLUDED IN THE BYLAWS TO ENSURE THE SCLHS CATHOLIC ENTITIES WERE ABLE TO RETAIN THEIR CATHOLICITY, WHICH MAY NOT BE NEGATED, RESTRICTED, RESCINDED, REVOKED, SUSPENDED, TERMINATED, ALTERED OR AMENDED WITHOUT THE APPROVAL OF LEAVEN MINISTRIES. THE CATHOLIC PROTECTIONS INCLUDE EACH SCL CATHOLIC ENTITY RETAINING THEIR CATHOLIC MISSION AND ALL CATHOLIC MORAL PRINCIPLES, POLICIES, AND PRACTICES THAT ARE REQUIRED BY THE CATHOLIC CHURCH, CONTINUE TO BE SUBJECT TO THE ETHICAL AND RELIGIOUS DIRECTIVES FOR CATHOLIC HEALTH CARE SERVICES AS ADOPTED AND AMENDED BY THE UNITED STATES CONFERENCE OF CATHOLIC BISHOPS, RETAIN THE CATHOLIC REFERENCES IN EACH SCL ENTITY NAME, WILL NOT PERFORM ANY MEDICAL PROCEDURE, CLINICAL INTERVENTION, OR USE ANY DEVICE OR PRODUCT THAT HAS BEEN DEEMED MORALLY OBJECTIONABLE BY THE CHURCH'S TEACHINGS. RESERVED POWERS GRANTED TO LEAVEN MINISTRIES INCLUDE THE FOLLOWING: - TO APPROVE THE ADOPTION, AMENDMENT OR REPEAL OF THE CIVIL ARTICLES OF INCORPORATION OR BYLAWS OF SCLHS, OF ANY CIVIL CORPORATION OF WHICH SCLHS IS THE CONTROLLING MEMBER, AND OF ANY SUBSIDIARY CORPORATION OF SCLHS; - TO FIX THE NUMBER AND APPOINT THE MEMBERS OF THE BOARD OF TRUSTEES OF SCLHS; - TO REMOVE, WITH OR WITHOUT CAUSE, ANY MEMBER OF THE BOARD OF TRUSTEES OF SCLHS; - TO APPROVE FOR SCLHS, ANY CORPORATION OF WHICH SCLHS IS THE CONTROLLING MEMBER, OR ANY SUBSIDIARY CORPORATION OF SCLHS, THE INCURRENCE OF INDEBTEDNESS OR THE SALE, TRANSFER, ASSIGNMENT, OR ENCUMBERING OF THE ASSETS, PURSUANT TO POLICIES ESTABLISHED FROM TIME TO TIME BY THE MEMBERS OF LEAVEN MINISTRIES; - TO APPROVE ANY OTHER ACTION WHICH, IN ACCORDANCE WITH THE CIVIL CORPORATE DOCUMENTS GOVERNING SCLHS IS RESERVED TO THE MEMBERS OF LEAVEN MINISTRIES; - TO APPROVE ANY ALIENATION, SALE, GIFT OR OTHER TRANSFER OF THE REAL PROPERTY HELD BY ANY SCLHS CATHOLIC ENTITY THAT CONSTITUTES ECCLESIASTICAL GOODS; - TO APPROVE ANY DISSOLUTION, FILING OF A BANKRUPTCY PETITION, MERGER, CONSOLIDATION OR CHANGE OF MAJORITY CONTROL OF ANY SCLHS CATHOLIC ENTITY; - TO APPROVE ANY MORTGAGE OR OTHER SECURITY INSTRUMENT THAT DIRECTLY ENCUMBERS THE REAL PROPERTY OF ANY SCLHS CATHOLIC ENTITY THAT CONSTITUTES ECCLESIASTICAL GOODS; - TO MONITOR, OVERSEE AND ENFORCE THE CATHOLIC PROTECTIONS INCLUDING THOSE ON-GOING OBLIGATIONS OF THE CONSOLIDATED SYSTEM PARENT SET FORTH IN THE MERGER AGREEMENT THAT ARE FOR THE BENEFIT OF LEAVEN MINISTRIES; AND - TO APPROVE ANY ALTERATION, REVOCATION, SUSPENSION, OR OTHER TERMINATION OR MODIFICATION OF THE RESERVED POWERS SET FORTH HEREIN. IN THE EVENT ANY CONFLICTS ARISE BETWEEN THE ENTITY BYLAWS AND EITHER THE CATHOLIC PROTECTIONS OR LEAVEN RESERVED POWERS, THE CATHOLIC PROTECTIONS AND LEAVEN RESERVED POWERS WILL CONTROL. THE TAX-EXEMPT PURPOSE OF CARITAS CLINICS INC. WAS UPDATED TO INCLUDE THE FURTHERANCE OF THE TAX-EXEMPT PURPOSES OF INTERMOUNTAIN. THE MAXIMUM NUMBER OF BOARD MEMBERS WAS INCREASED FROM 7 TO 22 TO PROVIDE ADDITIONAL FLEXIBILITY MOVING FORWARD. THE TERM THE BOARD CHAIR MAY SERVE WAS EXTENDED FROM 2 YEARS TO 3 YEARS. THE DISSOLUTION CLAUSE WAS UPDATED TO THE NEW ORGANIZATIONAL PARENT, INTERMOUNTAIN, WHO REPLACED SCLHS. CHANGES TO THE GOVERNING DOCUMENTS MAY BE PROPOSED BY THE MEMBER, BUT NEED TO BE APPROVED BY THE INTERMOUNTAIN BOARD, PRIOR TO ADOPTION. FORM 990, PART VI, SECTION A, LINE 6 MEMBERS OR STOCKHOLDERS SISTERS OF CHARITY OF LEAVENWORTH HEALTH SYSTEM, INC. (SCLHS) IS THE SOLE MEMBER OF CARITAS CLINICS, INC. FORM 990, PART VI, SECTION A, LINE 7A POWER TO ELECT OR APPOINT MEMBERS SISTERS OF CHARITY OF LEAVENWORTH HEALTH SYSTEM, INC., THE SOLE MEMBER OF CARITAS CLINICS, INC., HAS THE POWER TO APPOINT MEMBERS OF THE CARITAS CLINICS, INC., BOARD OF DIRECTORS, SUBJECT TO THE RATIFICATION BY THE BOARD OF INTERMOUNTAIN HEALTH CARE, INC. FORM 990, PART VI, SECTION A, LINE 7B DECISIONS RESERVED TO MEMBERS OR STOCKHOLDERS WHILE SISTERS OF CHARITY OF LEAVENWORTH HEALTH SYSTEM, INC. ("SCLHS") IS THE SOLE MEMBER OF CARITAS CLINICS, INC., RESERVED POWERS ARE PRIMARILY HELD BY INTERMOUNTAIN HEALTH CARE, INC. ("INTERMOUNTAIN"), WHO AS A RESULT OF AFFILIATION, IS A MEMBER OF SCLHS. SCLHS, HAS THE POWER TO APPOINT TRUSTEES TO THE BOARD OF DIRECTORS, WHICH ARE SUBJECT TO RATIFICATION BY INTERMOUNTAIN. RESERVED POWERS HELD BY INTERMOUNTAIN INCLUDE: - ESTABLISH THE MISSION, VISION, AND VALUES FOR THE CORPORATION; - DEVELOP, ADOPT, AND OVERSEE STRATEGY, GOALS, OBJECTIVES, POLICIES, STANDARDS, AND GUIDELINES FOR THE CORPORATION; - ADOPT, AMEND, OR REPEAL THE GOVERNING DOCUMENTS OF THE CORPORATION; - FIX THE NUMBER OF TRUSTEES OF THE BOARD AND APPOINT AND REMOVE TRUSTEES TO AND FROM THE BOARD; - APPOINT AND REMOVE THE TRUSTEES, DIRECTORS, MANAGERS, OR BOARD OFFICERS OF THE CORPORATION; - PROVIDE FOR THE OVERALL MANAGEMENT OF THE CORPORATION, INCLUDING APPOINTING, OVERSEEING, AND REMOVING THE PRESIDENT AND CHIEF EXECUTIVE OFFICER OF THE CORPORATION; - OVERSEE AUDIT AND COMPLIANCE, CLINICAL EXCELLENCE, COMPENSATION, FINANCE, INVESTMENT, NOMINATING AND GOVERNANCE, AND ANY OTHER NEEDED FUNCTIONS FOR THE PROPER OPERATION OF THE CORPORATION; - OVERSEE THE MEDICAL GROUPS OF THE SYSTEM IN A MANNER TO ENCOURAGE THE DELIVERY OF COST-EFFECTIVE PROFESSIONAL SERVICES TO PATIENTS SERVED AND, IN ACCORDANCE WITH APPLICABLE STATE LAW, OVERSEE CLINICAL PRACTICE AND EVIDENCED-BASED MEDICINE; - APPROVE THE ACQUISITION OF ASSETS, INCURRENCE OF INDEBTEDNESS, SALE, LEASE, TRANSFER, ASSIGNMENT, OR ENCUMBRANCE OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF THE CORPORATION; - APPROVE ANY MERGER, CHANGE OF CONTROL, DISSOLUTION, OR CORPORATE RESTRUCTURING OF THE CORPORATION; - OVERSEE THE ACQUISITION OR FORMATION OF ANY NEW SUBSIDIARY OF THE CORPORATION; AND - DIRECT FINANCES AND INVESTMENTS OF THE CORPORATION, INCLUDING CONTROLS, OPERATING AND CAPITAL BUDGETS, INTERCOMPANY TRANSFERS OR LOANS, AND SELECTION AND REMOVAL OF EXTERNAL AUDITORS. THE OTHER MEMBER OF SCLHS IS LEAVEN MINISTRIES, WHO WAS GRANTED THE FOLLOWING RESERVED POWERS: - TO APPROVE THE ADOPTION, AMENDMENT OR REPEAL OF THE CIVIL ARTICLES OF INCORPORATION OR BYLAWS OF SCLHS, OF ANY CIVIL CORPORATION OF WHICH SCLHS IS THE CONTROLLING MEMBER, AND OF ANY SUBSIDIARY CORPORATION OF SCLHS; - TO FIX THE NUMBER AND APPOINT THE MEMBERS OF THE BOARD OF TRUSTEES OF SCLHS; - TO REMOVE, WITH OR WITHOUT CAUSE, ANY MEMBER OF THE BOARD OF TRUSTEES OF SCLHS; - TO APPROVE FOR SCLHS, ANY CORPORATION OF WHICH SCLHS IS THE CONTROLLING MEMBER, OR ANY SUBSIDIARY CORPORATION OF SCLHS, THE INCURRENCE OF INDEBTEDNESS OR THE SALE, TRANSFER, ASSIGNMENT, OR ENCUMBERING OF THE ASSETS, PURSUANT TO POLICIES ESTABLISHED FROM TIME TO TIME BY THE MEMBERS OF LEAVEN MINISTRIES; - TO APPROVE ANY OTHER ACTION WHICH, IN ACCORDANCE WITH THE CIVIL CORPORATE DOCUMENTS GOVERNING SCLHS IS RESERVED TO THE MEMBERS OF LEAVEN MINISTRIES; - TO APPROVE ANY ALIENATION, SALE, GIFT OR OTHER TRANSFER OF THE REAL PROPERTY HELD BY ANY SCLHS CATHOLIC ENTITY THAT CONSTITUTES ECCLESIASTICAL GOODS; - TO APPROVE ANY DISSOLUTION, FILING OF A BANKRUPTCY PETITION, MERGER, CONSOLIDATION OR CHANGE OF MAJORITY CONTROL OF ANY SCLHS CATHOLIC ENTITY; - TO APPROVE ANY MORTGAGE OR OTHER SECURITY INSTRUMENT THAT DIRECTLY ENCUMBERS THE REAL PROPERTY OF ANY SCLHS CATHOLIC ENTITY THAT CONSTITUTES ECCLESIASTICAL GOODS; - TO MONITOR, OVERSEE AND ENFORCE THE CATHOLIC PROTECTIONS INCLUDING THOSE ON-GOING OBLIGATIONS OF THE CONSOLIDATED SYSTEM PARENT SET FORTH IN THE MERGER AGREEMENT THAT ARE FOR THE BENEFIT OF LEAVEN MINISTRIES; AND - TO APPROVE ANY ALTERATION, REVOCATION, SUSPENSION, OR OTHER TERMINATION OR MODIFICATION OF THE RESERVED POWERS SET FORTH HEREIN. IN THE EVENT ANY CONFLICTS ARISE BETWEEN THE RESERVED POWERS GRANTED TO LEAVEN MINISTRIES AND THOSE OF INTERMOUNTAIN, THE LEAVEN RESERVED POWERS WILL CONTROL. FORM 990, PART VI, SECTION B, LINE 11B THE FORM 990 IS PREPARED BY THE TAX DEPARTMENT OF THE HEALTH SYSTEM. THE FORM 990 IS REVIEWED BY CERTAIN MEMBERS OF SENIOR MANAGEMENT. A COPY OF THE FORM 990 IS PROVIDED TO THE BOARD OF DIRECTORS PRIOR TO THE FILING OF THE FORM 990 WITH THE INTERNAL REVENUE SERVICE. ANY QUESTIONS ARE ADDRESSED TO THE TAX DEPARTMENT PRIOR TO FILING THE FORM 990 WITH THE INTERNAL REVENUE SERVICE. FORM 990, PART VI, SECTION B, LINE 12C MONITORING AND ENFORCEMENT OF COMPLIANCE WITH CONFLICT OF INTEREST POLICY CARITAS CLINICS, INC. AND SISTERS OF CHARITY OF LEAVENWORTH HEALTH SYSTEM, INC. (COLLECTIVELY REFERRED TO AS SCL HEALTH), REGULARLY AND CONSISTENTLY MONITORS AND ENFORCES ITS CONFLICT OF INTEREST POLICY BY PROVIDING EDUCATION AND TRAINING FOR ITS EMPLOYEES, OFFICERS AND DIRECTORS. PERSONS CONSIDERED TO BE IN AN INFLUENTIAL POSITION, SUCH AS BOARD MEMBERS, OFFICERS, PHYSICIANS, EXECUTIVES AND DIRECTOR LEVEL MANAGERS ARE ALL REQUIRED TO COMPLETE A CONFLICT OF INTEREST STATEMENT UPON HIRE/APPOINTMENT AND ON AN ANNUAL BASIS TO DISCLOSE ANY POTENTIAL CONFLICT ISSUES. THESE STATEMENTS ARE CAREFULLY REVIEWED BY THE SCL HEALTH INTEGRITY AND COMPLIANCE DEPARTMENT AND APPROPRIATE LEADERSHIP. THE BUSINESS AND AFFAIRS OF SCL HEALTH WILL AT ALL TIMES BE CONDUCTED IN A MANNER THAT IS SOLELY IN THE BEST INTERESTS OF SCL HEALTH AND NOT BE INFLUENCED BY CONFLICTING INTERESTS OF PERSONS RESPONSIBLE FOR ADMINISTERING THOSE AFFAIRS. THE EXISTENCE OF ANY CONFLICTS OF INTEREST WILL BE DISCLOSED AND THE PROCEDURES SET FORTH HEREIN WILL BE FOLLOWED. CERTAIN TRANSACTIONS DETERMINED TO CONSTITUTE A CONFLICT OF INTEREST ARE PROHIBITED. ANY PERSON IN A POSITION TO EXERCISE SUBSTANTIAL INFLUENCE OVER SCL HEALTH IS CONSIDERED AN INTERESTED PERSON. THIS TERM INCLUDES, BUT IS NOT LIMITED TO THE FOLLOWING: - BOARD MEMBERS, BOARD COMMITTEE MEMBERS, OFFICERS AND DIRECTORS; - SENIOR LEADERS AND EXECUTIVES (CEO, PRESIDENT, SVP, VP, EXECUTIVE DIRECTORS); - EMPLOYED PHYSICIANS AND PHYSICIANS IN MEDICAL STAFF LEADERSHIP ROLES (E.G., DEPARTMENT CHAIRS, MEMBERS OF MEDICAL STAFF COMMITTEES); - MEDICAL DIRECTORS OF CLINICAL PROGRAMS THAT ASSESS, REVIEW, RECOMMEND OR REQUEST PURCHASE OF ANY SPECIFIC PHARMACEUTICAL PRODUCTS, MEDICAL DEVICES, SUPPLIES AND/OR EQUIPMENT; - DEPARTMENT DIRECTORS; AND - OTHER SELECT INDIVIDUALS IDENTIFIED BY LEADERSHIP WHICH MAY INCLUDE, BUT IS NOT LIMITED TO, SUPPLY CHAIN AND FINANCE. UPON BECOMING AN INTERESTED PERSON AND ON AN ANNUAL BASIS, INTERESTED PERSONS ARE REQUIRED TO DISCLOSE ANY RELATIONSHIPS THAT CONSTITUTE OR MIGHT LEAD TO A CONFLICT OF INTEREST BY COMPLETING THE CURRENT CONFLICT OF INTEREST AND GIFT DISCLOSURE STATEMENT ("STATEMENT") AS APPROVED BY THE CHIEF INTEGRITY AND COMPLIANCE OFFICER. THE CHIEF INTEGRITY AND COMPLIANCE OFFICER WILL OVERSEE THE REVIEW OF THE STATEMENTS AND THE RESOLUTION OF ANY IDENTIFIED CONFLICTS OF INTEREST AND ALERT THE SUPERVISOR AND/OR BOARD CHAIR. WHEN AN INTERESTED PERSON BECOMES AWARE OF A CONFLICT OF INTEREST WHICH HAS NOT BEEN DISCLOSED ON A STATEMENT, HE OR SHE SHALL CONTACT THE LOCAL COMPLIANCE AND PRIVACY OFFICER OR THE CHIEF INTEGRITY AND COMPLIANCE OFFICER, COMPLETE A DISCLOSURE, AND RETURN IT TO THE SCL HEALTH INTEGRITY AND COMPLIANCE DEPARTMENT. WHENEVER AN INTERESTED PERSON BECOMES AWARE THAT AN ARRANGEMENT WITH RESPECT TO WHICH HE OR SHE HAS A CONFLICT OF INTEREST IS BEING CONSIDERED, THE INTERESTED PERSON MUST DISCLOSE ALL MATERIAL FACTS CONCERNING THE EXISTENCE AND NATURE OF THE CONFLICT OF INTEREST TO HIS OR HER SUPERVISOR OR TO THE APPLICABLE BOARD OR COMMITTEE CHAIR, EVEN IF THE CONFLICT OF INTEREST HAS BEEN PREVIOUSLY DISCLOSED. THE INTERESTED PERSON'S LOCAL COMPLIANCE AND PRIVACY OFFICER AND/OR SUPERVISOR/BOARD OR COMMITTEE CHAIR WILL DETERMINE WHETHER A CONFLICT OF INTEREST EXISTS. PERSON(S) RESPONSIBLE FOR THE DETERMINATION SHOULD OBTAIN FURTHER GUIDANCE FROM THE SCL HEALTH INTEGRITY AND COMPLIANCE OR LEGAL DEPARTMENTS. UPON MAKING HIS OR HER DISCLOSURE, THE INTERESTED PERSON WILL LEAVE THE MEETING OR OTHERWISE REMOVE HIM OR HERSELF FROM THE DELIBERATIONS OR OTHER DECISION-MAKING PROCESS UNTIL SUCH TIME AS A DETERMINATION IS REACHED. IF A DETERMINATION HAS BEEN MADE THAT NO CONFLICT OF INTEREST EXISTS, THE INTERESTED PERSON MAY BE PRESENT AND PARTICIPATE IN THE DELIBERATION REGARDING THE TRANSACTION OR ARRANGEMENT. HOWEVER, IF AN INTERESTED PERSON HAS BEEN DETERMINED TO HAVE A CONFLICT OF INTEREST, HE OR SHE MAY NOT PARTICIPATE IN THE DELIBERATION OR DECISION REGARDING THE TRANSACTION OR ARRANGEMENT; BE PRESENT DURING THE DELIBERATION OR DECISION-MAKING; OR BE ALLOWED TO MAKE A PRESENTATION PRIOR TO THE DELIBERATION AND DECISION-MAKING ACTIVITIES. WHEN AN INTERESTED PERSON HAS A CONFLICT OF INTEREST, THE DECISION-MAKER/DECISION-MAKING BODY CONSIDERING THE TRANSACTION OR ARRANGEMENT WILL TAKE REASONABLE MEASURES, PRIOR TO APPROVING OR ENTERING INTO THE TRANSACTION OR ARRANGEMENT, TO ENSURE THAT THE PROPOSAL IS IN SCL HEALTH'S BEST INTERESTS. THE PROPOSED TRANSACTION OR ARRANGEMENT MAY PROCEED IF THE DECISION-MAKER/DECISION-MAKING BODY, AFTER HAVING BEEN FULLY INFORMED OF THE MATERIAL FACTS ESTABLISHING THE CONFLICT OF INTEREST, DETERMINES THAT THE TRANSACTION OR ARRANGEMENT IS IN SCL HEALTH'S BEST INTERESTS AND IS FAIR AND REASONABLE. A MAJORITY VOTE OF THE DISINTERESTED DECISION-MAKERS IS REQUIRED WHEN A DETERMINATION IS MADE BY A BOARD, COMMITTEE OR OTHER DECISION-MAKING BODY. MANAGEMENT OF POTENTIAL CONFLICTS IS DONE BY THE CHIEF INTEGRITY AND COMPLIANCE OFFICER AND/OR CARE SITE COMPLIANCE AND PRIVACY OFFICERS AND REPORTED ANNUALLY TO THE CARE SITE LEADERSHIP COMMITTEES AND/OR AUDIT AND COMPLIANCE COMMITTEES. ANY REPORTED CONFLICTS OR POTENTIAL CONFLICTS WILL ALSO BE REPORTED TO AND REVIEWED BY THE HEALTH CARE SYSTEM'S TAX DEPARTMENT FOR COMPLIANCE WITH THE FORM 990 TAX RETURN. FORM 990, PART VI, SECTION B, LINE 15 THE ORGANIZATION'S OFFICERS AND SENIOR MANAGEMENT ARE PAID BY CARITAS CLINICS, INC. OR BY A RELATED ORGANIZATION, SISTERS OF CHARITY OF LEAVENWORTH HEALTH SYSTEM, INC. (SCL HEALTH). COMPENSATION FOR THE OFFICERS AND SENIOR MANAGEMENT IS MANAGED BY THE INTERMOUNTAIN HEALTH CARE, INC. BOARD COMPENSATION COMMITTEE (COMMITTEE) ON BEHALF OF SCL HEALTH AND ALL OF ITS AFFILIATES. THE COMMITTEE REVIEWS AND APPROVES COMPENSATION ARRANGEMENTS OF THE OFFICERS AND SENIOR MANAGEMENT AND MAKES RECOMMENDATIONS TO INTERMOUNTAIN HEALTH CARE, INC.'S BOARD FOR APPROVAL OF ANY CHANGES TO COMPENSATION FOR THE OFFICERS AND SENIOR MANAGEMENT. THE COMMITTEE'S REVIEW IS CONDUCTED IN A MANNER THAT IS INTENDED TO QUALIFY FOR THE REBUTTABLE PRESUMPTION OF REASONABLENESS UNDER THE INTERMEDIATE SANCTIONS RULES OF INTERNAL REVENUE CODE SECTION 4958. THE COMMITTEE CONDUCTS THE REVIEW WITH THE ASSISTANCE OF AN EXPERIENCED AND INDEPENDENT COMPENSATION CONSULTING FIRM THAT HAS DEEP NATIONAL EXPERTISE IN HEALTH SYSTEMS' EXECUTIVE COMPENSATION PROGRAMS AND LEVELS. THE COMMITTEE OBTAINS AND RELIES UPON CURRENT, COMPARABLE MARKET DATA FOR PEER ORGANIZATIONS PRIOR TO MAKING COMPENSATION RELATED DECISIONS. THE INFORMATION REVIEWED INCLUDES COMPENSATION LEVELS PAID BY SIMILARLY SITUATED ORGANIZATIONS FOR FUNCTIONALLY COMPARABLE POSITIONS, THE AVAILABILITY OF SIMILAR SERVICES IN THE GEOGRAPHIC AREA SERVED BY INTERMOUNTAIN HEALTH CARE, INC. AND CURRENT COMPENSATION SURVEYS COMPILED BY AN INDEPENDENT FIRM. CONSISTENT WITH THE PAY PHILOSOPHY SET BY INTERMOUNTAIN HEALTH CARE, INC.'S BOARD, THE COMMITTEE EMPHASIZES THE IMPORTANCE OF ENSURING TOTAL REMUNERATION IS REASONABLE AND APPROPRIATE WHEN REVIEWING AND MAKING RECOMMENDATIONS WITH RESPECT TO COMPENSATION PACKAGES FOR THE OFFICERS AND SENIOR MANAGEMENT. AS PART OF THE REVIEW PROCESS, INTERMOUNTAIN HEALTH CARE, INC. USES THE FOLLOWING IN ESTABLISHING THE COMPENSATION OF OFFICERS AND SENIOR MANAGEMENT. 1) COMPENSATION COMMITTEE 2) INDEPENDENT COMPENSATION CONSULTANT 3) FORM 990 OF OTHER ORGANIZATIONS 4) WRITTEN EMPLOYMENT CONTRACTS 5) COMPENSATION SURVEYS AND STUDIES 6) APPROVAL BY THE BOARD OR COMPENSATION COMMITTEE THE ITEMS LISTED ABOVE SUPPORT THE COMPENSATION COMMITTEE'S EFFORTS TO ENSURE THAT THE LEVEL OF COMPENSATION PROVIDED TO ITS OFFICERS AND SENIOR MANAGEMENT IS REASONABLE, APPROPRIATE AND CONSISTENT WITH THE PAY PHILOSOPHY SET BY THE BOARD. FORM 990, PART VI, SECTION C, LINE 19 AVAILABILITY OF GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS TO THE PUBLIC THE ORGANIZATION MAKES ITS CONFLICT OF INTEREST POLICY, FINANCIAL STATEMENTS, AND GOVERNING DOCUMENTS AVAILABLE UPON REQUEST. FORM 990, PART XI, LINE 9: FAIR VALUE ACQUISITION ADJUSTMENT -298,958. TRANSFER OF ASSETS FROM MARIAN CLINIC 1,352,761. PRIOR YEAR PLEDGE WRITE OFFS 7,492. UNRECORDED CONTRIBUTIONS -166,281. 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PRAIRIE CENTER PARKWAY BRIGHTON CO 80601 742255936 SUPPORTING ORGANIZATION CO 501(C)(3) LINE 12A, I BRIGHTON COMMUNITY HOSPITAL ASSOCIATION 0 MOUNT ST VINCENT HOME INC 4159 LOWELL BOULEVARD DENVER CO 80211 840405260 RESIDENT CARE CO 501(C)(3) LINE 10 SISTERS OF CHARITY OF LEAVENWORTH HEALTH SYSTEM INC 0 NJH-SJH INC 500 ELDORADO BLVD SUITE 4300 DENVER CO 80211 471194849 MANAGEMENT OF RELATED TAX EXEMPT HOSPITALS AND HEALTHCARE SERVICES CO 501(C)(3) LINE 12A, I SISTERS OF CHARITY OF LEAVENWORTH HEALTH SYSTEM INC 0 SAINT JOSEPH HOSPITAL INC 1375 EAST 19TH AVENUE DENVER CO 80218 840417134 HOSPITAL SERVICES CO 501(C)(3) LINE 3 SISTERS OF CHARITY OF LEAVENWORTH HEALTH SYSTEM INC 0 SAINT JOSEPH HOSPITAL FOUNDATION 1375 EAST 19TH AVENUE DENVER CO 80218 840735096 SUPPORT RELATED TAX EXEMPT ORGANIZATIONS CO 501(C)(3) LINE 7 SAINT JOSEPH HOSPITAL INC 0 SCL HEALTH - FRONT RANGE INC 500 ELDORADO BLVD SUITE 4300 BROOMFIELD CO 80021 841103606 HOSPITAL SERVICES CO 501(C)(3) LINE 3 SISTERS OF CHARITY 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