| FORM 990, PART VI, SECTION A, LINE 2 |
THE MEDICAL CENTER FOUNDATION BOARD MEMBER MARLENE ANDERSON IS THE SISTER OF THE MEDICAL CENTER KEY EMPLOYEE DR. D'ACCURZIO. BARBARA BRODOCK, RICHARD KETCHAM AND WILLIAM BORRILL ARE VOTING MEMBERS OF ST. ELIZABETH MEDICAL CENTER FOUNDATION, A RELATED PARTY. |
| FORM 990, PART VI, SECTION A, LINE 6 |
PARTNERS IN FRANCISCAN MINISTRIES, INC. |
| FORM 990, PART VI, SECTION A, LINE 7A |
RESERVED POWERS TO PARTNERS IN FRANCISCAN MINISTRIES, INC. THE FOLLOWING POWERS SHALL BE RESERVED TO THE CORPORATE MEMBER TO EXERCISE AND SHALL BE REFERRED TO AS RESERVED POWERS: A. TO CHANGE THE PHILOSOPHY, MISSION, AND PURPOSE OF THE CORPORATION. B. TO APPOINT AND REMOVE THE PRESIDENT/CEO OF THE CORPORATION. C. TO APPOINT AND REMOVE THE BOARD OF DIRECTORS OF THE CORPORATION. D. TO APPROVE THE ARTICLES OF INCORPORATION AND BYLAWS OF THE CORPORATION. E. TO RECEIVE THE ANNUAL REPORT OF THE CORPORATION. F. TO TO APPROVE THE FORMATION OF SUBSIDIARIES, AFFILIATES, OR DIVISIONS OF THE CORPORATION. G. TO APPROVE A CHANGE IN THE NAME OF THE CORPORATION. H. TO RECEIVE, REVIEW AND MONITOR THE BUDGET OF THE CORPORATION AS DEEMED NECESSARY BY PARTNERS IN FRANCISCAN MINISTRIES, INC. I. TO RECEIVE THE ANNUAL AUDIT OF THE CORPORATION. J. TO RECEIVE, REVIEW AND MONITOR STRATEGIC, LONG RANGE PLANS OF THE CORPORATION AS DEEMED NECESSARY BY PARTNERS IN FRANCISCAN MINISTRIES, INC. K. TO APPROVE THE FINANCIAL TRANSACTIONS OF THE CORPORATION ACCORDING TO THE ANNUAL USCCB ALIENATION GUIDELINES. |
| FORM 990, PART VI, SECTION A, LINE 7B |
RESERVED POWERS TO PARTNERS IN FRANCISCAN MINISTRIES, INC. THE FOLLOWING POWERS SHALL BE RESERVED TO THE CORPORATE MEMBER TO EXERCISE AND SHALL BE REFERRED TO AS RESERVED POWERS: A. TO CHANGE THE PHILOSOPHY, MISSION, AND PURPOSE OF THE CORPORATION. B. TO APPOINT AND REMOVE THE PRESIDENT/CEO OF THE CORPORATION. C. TO APPOINT AND REMOVE THE BOARD OF DIRECTORS OF THE CORPORATION. D. TO APPROVE THE ARTICLES OF INCORPORATION AND BYLAWS OF THE CORPORATION. E. TO RECEIVE THE ANNUAL REPORT OF THE CORPORATION. F. TO TO APPROVE THE FORMATION OF SUBSIDIARIES, AFFILIATES, OR DIVISIONS OF THE CORPORATION. G. TO APPROVE A CHANGE IN THE NAME OF THE CORPORATION. H. TO RECEIVE, REVIEW AND MONITOR THE BUDGET OF THE CORPORATION AS DEEMED NECESSARY BY PARTNERS IN FRANCISCAN MINISTRIES, INC. I. TO RECEIVE THE ANNUAL AUDIT OF THE CORPORATION. J. TO RECEIVE, REVIEW AND MONITOR STRATEGIC, LONG RANGE PLANS OF THE CORPORATION AS DEEMED NECESSARY BY PARTNERS IN FRANCISCAN MINISTRIES, INC. K. TO APPROVE THE FINANCIAL TRANSACTIONS OF THE CORPORATION ACCORDING TO THE ANNUAL USCCB ALIENATION GUIDELINES. |
| FORM 990, PART VI, SECTION B, LINE 11 |
INFORMATION IS GATHERED FROM THE ACCOUNTING AND PAYROLL DEPARTMENTS, WHICH IS USED BY THE STAFF ACCOUNTANT TO PREPARE WORKSHEETS USED TO POPULATE THE FORM 990. MEMBERS OF AN EXTERNAL AUDIT AND TAX FIRM (CURRENTLY FREED MAXICK, CPAS, PC) INITIALLY DISCUSS, PREPARE AND REVIEW THE RETURN WITH THE STAFF ACCOUNTANT. THE SEMC MANAGEMENT TEAM REVIEWS THE DRAFT AND HAS THE OPPORTUNITY TO ASK QUESTIONS AND DISCUSS THE RETURN WITH FREED MAXICK CPAS, PC TAX STAFF. AFTER THE MANAGEMENT TEAM'S APPROVAL, THE FORM IS DISTRIBUTED TO THE GOVERNING BODY FOR THEIR REVIEW AND COMMENT PRIOR TO THE FILING OF THE FORM. |
| FORM 990, PART VI, SECTION B, LINE 12C |
CONFLICT OF INTEREST POLICY PART VI, SECTION B, LINE 12C FIRST, EACH BOARD OF TRUSTEE MEMBER, THE PRESIDENT/CEO, CHIEF OPERATING OFFICER, AND EACH VICE PRESIDENT COMPLETE AN ANNUAL CONFLICT OF INTEREST QUESTIONNAIRE. THE RESULTS OF THE QUESTIONNAIRE ARE REVIEWED BY THE AUDIT COMMITTEE OF THE BOARD OF TRUSTEES WHICH IDENTITFIES ANY POTENTIAL CONFLICTS. AS PART OF THE POLICY, BOARD MEMBERS THAT HAVE A CONFLICT ARE UNABLE TO VOTE WHEN A SUBJECT THAT THEY HAVE A CONFLICT OF INTEREST IN COMES UP FOR A VOTE AT A BOARD MEETING. BOARD MEMBERS ARE NOT ALLOWED TO BE INVOLVED IN THE DISCUSSIONS RELATED TO THE ISSUE OTHER THAN TO MAKE A BRIEF COMMENT. STARTING IN SEPTEMBER OF 2010, THE MEDICAL CENTER BEGAN TO REQUIRE ALL DEPARTMENT MANAGERS TO COMPLETE A CONFLICT OF INTEREST QUESTIONNAIRE ON AN ANNUAL BASIS. STARTING IN SEPTEMBER OF 2010, ALL MEMBERS OF THE MEDICAL STAFF ARE REQUIRED TO COMPLETE A CONFLICT OF INTEREST QUESTIONNAIRE ONCE EVERY TWO YEARS, AS PART OF THE CREDENTIALING PROCESS. FOR ALL OTHER EMPLOYEES, A POLICY IS IN PLACE AS PART OF THE COMPLIANCE PLAN THAT REQUIRES EMPLOYEES TO DISCLOSE ANY CONFLICT OF INTEREST TO THEIR SUPERVISOR. THE SUPERVISOR IS THEN REQUIRED TO DISCLOSE THE INFORMATION TO THE COMPLIANCE OFFICER. BOARD MEMBERS OF SUBSIDIARIES ARE ALSO REQUIRED TO COMPLETE CONFLICT OF INTEREST QUESTIONNAIRES. |
| FORM 990, PART VI, SECTION B, LINE 15 |
COMPENSATION POLICY PART VI, SECTION B, LINE 15A & 15B ST. ELIZABETH MEDICAL CENTER (SEMC) RECOGNIZES THAT STRONG AND EFFECTIVE EXECUTIVE LEADERSHIP IS NEEDED TO ACHIEVE ITS MISSION AND TO SERVE ITS COMMUNITY EFFECTIVELY. 1. THE CHAIRMAN OF THE BOARD OF TRUSTEES WILL APPOINT AN EXECUTIVE COMPENSATION COMMITTEE WHICH IS RESPONSIBLE FOR THE REVIEW AND APPROVAL OF ALL FORMS OF COMPENSATION BENEFITS PROVIDED TO THE PRESIDENT AND CEO OF THE MEDICAL CENTER. 2. IN ORDER TO RECRUIT AND RETAIN THE QUALITY OF LEADERSHIP NECESSARY IN A PRESIDENT AND CEO, SEMC WILL TARGET ITS TOTAL COMPENSATION PROGRAM FOR THE PRESIDENT AND CEO BY COMPARING SAME WITH SIMILARILY SIZED COMMUNITY HOSPITALS IN THE NORTHEASTERN UNITED STATES. 3. THE CEO SALARY RANGE WILL BE SET WITHIN THE RANGE FROM THOSE COMPARABLES. THE RANGE WILL BE REVIEWED PERIODICALLY AND ADJUSTMENTS WILL BE MADE WHEN MARKET CONDITIONS WARRANT AND WHEN FINANICAL PERFORMANCE OF THE MEDICAL CENTER ALLOWS. ANY ADJUSTMENT IN CEO SALARY WILL BE BASED ON THE PARTICULAR EXECUTIVE'S EXPERIENCE, PERFORMANCE, AND CONTRIBUTION TO SEMC, AS WELL AS ON THE COMPETITIVENESS OF THE EXECUTIVE'S SALARY WITHIN THE PEER GROUP. 4. SEMC'S CEO TOTAL COMPENSATION PROGRAM ALSO EMPHASIZES AND REWARDS OUTSTANDING PERFORMANCE THROUGH INCENTIVE AWARD OPPORTUNITIES. 5. THE EXECUTIVE COMPENSATION COMMITTEE WILL ANNUALLY REVIEW THE PRESIDENT AND CEO'S PERFORMANCE BASED UPON OBJECTIVE CRITERIA AND SUBJECTIVE CRITERIA IN AWARDING ANY ANNUAL INCENTIVE. THE COMMITTEE WILL CONSIDER VARIOUS FACTORS INCLUDING, BUT NOT LIMITED TO MEETING PREVIOUSLY APPROVED ANNUAL GOALS, THE OVERALL FINANCIAL PERFORMANCE OF THE MEDICAL CENTER, PATIENT SATISFACTION, QUALITY CARE INDICATORS, BOTH PUBLISHED AND NON-PUBLISHED, AND RESPONSE TO ANY OTHER UNUSUAL OR EXTRAORDINARY CIRCUMSTANCES OCCURRING DURING THE YEAR. THE PAYMENT OF THE INCENTIVE AWARD TO THE EXECUTIVE IS COMPLETELY CONTINGENT ON THE JUDGEMENT OF THE COMPENSATION COMMITTEE AS TO THE EXECUTIVE ACHIEVING PRE-ESTABLISHED GOALS AND TARGETS. IN ADDITION, THE POOL OF MONEY AVAILABLE FOR THE INCENTIVE IS ALSO CONTINGENT AND CONDITIONAL ON THE FINANCIAL PERFORMANCE OF THE MEDICAL CENTER. 6. THE EXECUTIVE COMPENSATION COMMITTEE MAY ALSO ESTABLISH AN ANNUAL INCENTIVE COMPENSATION POOL FOR THE VICE PRESIDENTS. WHEN THIS OCCURS, IT IS EXPECTED THAT THE CEO WILL INCLUDE A TEAM COMPONENT, AS WELL AS AN INDIVIDUAL COMPONENT, TO BE CONSIDERED WHEN DISTRIBUTING THIS POOL TO THE SENIOR LEADERSHIP TEAM. 7. THE COMPENSATION COMMITTEE SHALL ALSO REVIEW THE CEO'S PARTICIPATION AND LEADERSHIP IN COMMUNITY AND PROFESSIONAL ORGANIZATIONS ON WHICH THE EXECUTIVE SERVES. SEMC VALUES THE EXECUTIVE'S PARTICIPATING IN COMMUNITY AND PROFESSIONAL ORGANIZATIONS BUT ALSO RECOGNIZES THAT THE RESPONSIBILITIES TO SEMC MUST BE HIS/HER FIRST PRIORITY. 8. SEMC RECOGNIZES ITS RESPONSIBILITY TO ENSURE THAT ITS EXECUTIVE COMPENSATION PROGRAM IS APPROPRIATE IN VIEW OF ITS STATUS AS A NON-FOR-PROFIT COMMUNITY HOSPITAL AND IN ACCORDANCE WITH ITS TAX-EXEMPT STATUS, AND THAT ITS COMPENSATION AND BENEFITS ARE REASONABLE AND NOT EXCESSIVE. TO THAT END, SEMC AND THE COMMITTEE WILL REVIEW AND APPROVE ALL FORMS OF EXECUTIVE COMPENSATION AND BENEFITS IN A MANNER NECESSARY TO QUALIFY FOR THE "REBUTTABLE PRESUMPTION OF REASONABLENESS" UNDER THE INTERMEDIATE SANCTION RULES OF SECTION 4958 OF THE INTERNAL REVENUE CODE. 9. THE COMPENSATION COMMITTEE SHALL ENSURE THAT ALL ELEMENTS OF COMPENSATION AND BENEFITS PROVIDED TO EXECUTIVES OF SEMC ARE DISCLOSED A) TO THE FULL BOARD ON A REGULAR BASIS, AND B) ON IRS FORM 990 TO THE EXTENT REQUIRED BY LAW. |
| FORM 990, PART VI, SECTION C, LINE 19 |
PUBLIC DISCLOSURE PART VI, SECION C, LINE 19 THE GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS ARE AVAILABLE UPON REQUEST. THE ORGANIZATION'S FORM 990 IS POSTED ON WWW.GUIDESTAR.ORG. |
| FORM 990, PART VII, LINE 1A |
SEMC DOES NOT COMPENSATE THE BOARD OF TRUSTEES FOR THEIR SERVICES AS BOARD MEMBERS. ANY COMPENSATION PAID TO BOARD MEMBERS IS NOT RELATED TO BOARD MEMBER'S SERVICE TO THE BOARD. |
| FORM 990, PART XI, LINE 9: |
PENSION RELATED CHANGES 36,349,140. NET CHANGE IN FOUNDATION NET ASSETS 422,302. |
| FORM 990, PART XII, LINE 2C |
THERE HAS BEEN NO CHANGE IN THE PROCESS BY WHICH THE ORGANIZATION OVERSEES ITS AUDIT OR THE PROCESS BY WHICH THE ORGANIZATION SELECTS ITS INDEPENDENT ACCOUNTANT. |
Attach to Form 990 or 990-EZ.