| 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 ST. JAMES HEALTHCARE. |
| 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 ST. JAMES HEALTHCARE, APPROVES MEMBERS OF ST. JAMES HEALTHCARE BOARD OF DIRECTORS. |
| FORM 990, PART VI, SECTION A, LINE 7B |
DECISIONS RESERVED TO MEMBERS OR STOCKHOLDERS SISTERS OF CHARITY OF LEAVENWORTH HEALTH SYSTEM, INC. (SCLHS) HAS CERTAIN RESERVE POWERS TO APPROVE CHANGES TO THE ARTICLES OF INCORPORATION AND THE BYLAWS INCLUDING THE APPOINTMENT OR REMOVAL OF BOARD MEMBERS AND THE PRESIDENT/CEO. SCLHS ALSO HAS CERTAIN RESERVE POWERS OVER ANY CHANGE IN OWNERSHIP OF THE CORPORATION, CHANGE IN MISSION, ACQUISITION OF ASSETS, DISPOSAL OF ASSETS, LEASING OF ASSETS, INCURRENCE OF DEBT, MERGER OR DISSOLUTION, APPROVAL OF STRATEGIC PLANS AND BUDGETS, APPOINTMENT OF AUDITORS AND OVERSIGHT AND APPROVAL OF COMPENSATION AND BENEFITS FOR DIRECTORS, OFFICERS, KEY EMPLOYEES AND PHYSICIANS. |
| FORM 990, PART VI, SECTION B, LINE 11B |
THE FORM 990 IS PREPARED BY THE TAX DEPARTMENT OF THE PARENT ORGANIZATION, SISTERS OF CHARITY OF LEAVENWORTH HEALTH SYSTEM, INC. (SCLHS). 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 DIRECTOR OF SCLHS 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 ST. JAMES HEALTHCARE AND THE PARENT ORGANIZATION, 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, STAFF, OFFICERS AND DIRECTORS. PERSONS CONSIDERED TO BE IN AN INFLUENTIAL POSITION, SUCH AS BOARD MEMBERS, OFFICERS, PHYSICIANS, EXECUTIVES AND MANAGERS ARE ALL REQUIRED TO COMPLETE A CONFLICT OF INTEREST STATEMENT 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. A REPORT IS PROVIDED TO SCLHS' PRESIDENT/CEO AND THE BOARD OF DIRECTORS. 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 SUGGESTIVE OF 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 MANAGERS; 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 SCL HEALTH CEO AND/OR THE CHAIR OF THE SCL HEALTH BOARD OF DIRECTORS TO ANY ITEMS OF CONCERN. 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, OBTAIN A STATEMENT FORM, COMPLETE 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 (IF AN EMPLOYEE OTHER THAN THE ORGANIZATIONS SCL HEALTH CEO) OR TO THE APPLICABLE BOARD OR COMMITTEE CHAIR (IF THE SCL HEALTH CEO OR A BOARD OR COMMITTEE MEMBER), EVEN IF THE CONFLICT OF INTEREST HAS BEEN PREVIOUSLY DISCLOSED. WITH REGARD TO EMPLOYEES OTHER THAN THE SCL HEALTH CEO, THE INTERESTED PERSON'S SUPERVISOR WILL DETERMINE WHETHER A CONFLICT OF INTEREST EXISTS. WITH REGARD TO THE SCL HEALTH CEO AND BOARD OR COMMITTEE MEMBERS, THE REMAINING MEMBERS OF THE BOARD OR COMMITTEE 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 EXECUTIVE INTEGRITY AND COMPLIANCE COMMITTEE, THE AUDIT COMMITTEE, ORGANIZATIONAL INTEGRITY AND COMPLIANCE COMMITTEE OF THE SCL HEALTH BOARD OF DIRECTORS. ANY REPORTED CONFLICTS OR POTENTIAL CONFLICTS WILL ALSO BE REPORTED TO AND REVIEWED BY THE SCL HEALTH TAX DIRECTOR 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 A RELATED ORGANIZATION, SISTERS OF CHARITY OF LEAVENWORTH HEALTH SYSTEM, INC. (SCL HEALTH). COMPENSATION FOR THE OFFICERS AND SENIOR MANAGEMENT IS MANAGED BY THE SCL HEALTH 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 SCL HEALTH'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 SCL HEALTH AND CURRENT COMPENSATION SURVEYS COMPILED BY AN INDEPENDENT FIRM. CONSISTENT WITH THE PAY PHILOSOPHY SET BY SCL HEALTH'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, SCL HEALTH 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 AVAILABLE 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: |
ADJUSTMENT TO JOINT VENTURE INCOME -19,521. EQUITY TRANSFER - FUND NEGATIVE CASH BALANCES IN PHYSICIAN CLINICS -10,400,000. EQUITY TRANSFER - INTEREST EXPENSE IN EXCESS OF INTEREST INCOME -625,478. |
| FORM 990, PART XI: |
ST. JAMES HEALTHCARE IS RELATED TO ST. JAMES HEALTHCARE PHYSICIAN BILLING, LLC, A SINGLE MEMBER LIMITED LIABILITY COMPANY OWNED BY A RELATED ORGANIZATION, SISTERS OF CHARITY OF LEAVENWORTH HEALTH SYSTEM, INC. ST. JAMES HEALTHCARE PHYSICIAN BILLING, LLC IS A GROUP OF PHYSICIAN CLINICS THAT PROVIDE PROFESSIONAL SERVICES TO THE ST. JAMES HEALTHCARE COMMUNITY AND SUPPORTS THE MISSION OF ST. JAMES HEALTHCARE. ALTHOUGH ST. JAMES HEALTHCARE PHYSICIAN BILLING, LLC IS NOT OWNED DIRECTLY BY ST. JAMES HEALTHCARE, ST. JAMES HEALTHCARE IS REQUIRED TO FUND ALL OPERATING LOSSES OF ST. JAMES HEALTHCARE PHYSICIAN BILLING, LLC THROUGH EQUITY TRANSFERS TO SISTERS OF CHARITY OF LEAVENWORTH HEALTH SYSTEM, INC. IN 2016, LOSSES RELATED TO THE PHYSICIAN PRACTICES WERE $5,146,236. |
Attach to Form 990 or 990-EZ.