| FORM 990, PART VI, SECTION A, LINE 1 |
PURSUANT TO SECTION 8.6 OF THE BYLAWS OF MERCY MEDICAL CENTER, THE EXECUTIVE COMMITTEE IS COMPOSED OF THE BOARD CHAIR, THE BOARD VICE CHAIR, THE PRESIDENT AND CEO, EACH OF WHOM SHALL SERVE AS AN EX OFFICIO VOTING MEMBER OF THE EXECUTIVE COMMITTEE, AND TWO VOTING MEMBERS APPOINTED BY THE BOARD OF DIRECTORS. EACH INDIVIDUAL APPOINTED TO THE EXECUTIVE COMMITTEE SHALL SERVE FOR A TERM OF ONE YEAR OR UNTIL HIS OR HER SUCCESSOR IS DULY APPOINTED BY THE BOARD OF DIRECTORS. THE EXECUTIVE COMMITTEE SHALL CONSIST OF ONLY DIRECTORS OF THE CORPORATION. PURSUANT TO SECTION 8.1 OF THE CORPORATION'S BYLAWS, COMMITTEES, SUCH AS THE EXECUTIVE COMMITTEE, THAT ARE GRANTED THE AUTHORITY TO ACT ON BEHALF OF THE BOARD OF DIRECTORS MAY INCLUDE ONLY DIRECTORS OF THE CORPORATION. FURTHER, PURSUANT TO SECTION 8.6 OF THE CORPORATION'S BYLAWS, THE EXECUTIVE COMMITTEE HAS AND MAY EXERCISE SUCH POWERS AS MAY BE DELEGATED TO IT BY THE BOARD OF DIRECTORS. THE EXECUTIVE COMMITTEE ALSO POSSESSES THE POWER TO TRANSACT ROUTINE BUSINESS OF THE CORPORATION IN THE INTERIM PERIOD BETWEEN REGULARLY SCHEDULED MEETINGS OF THE BOARD OF DIRECTORS. |
| FORM 990, PART VI, SECTION A, LINE 3 |
MERCY MEDICAL CENTER, INC. HAS DELEGATED LIMITED CONTROL OVER MANAGEMENT DUTIES FOR CERTAIN HOSPITAL DEPARTMENTS TO THE FOLLOWING MANAGEMENT COMPANIES: PROFESSIONAL MANAGEMENT OF OREGON, LLC, CALIFORNIA EMERGENCY PHYSICIANS, DOUGLAS MEDICAL GROUP, UMPQUA MEDICAL GROUP AND EVERGREEN FAMILY MEDICINE. THE SURGICAL AND EMERGENCY AREAS ARE MANAGED BY THESE MANAGEMENT ORGANIZATIONS. THE MANAGEMENT COMPANIES HAVE THEIR OWN EMPLOYEES THAT THEY HIRE, FIRE AND SUPERVISE. NONE OF MERCY MEDICAL CENTER'S CURRENT OR FORMER OFFICERS, DIRECTORS, ETC. HAVE RECEIVED COMPENSATION FROM THE MANAGEMENT COMPANIES DURING THE 2020 CALENDAR YEAR. |
| FORM 990, PART VI, SECTION A, LINE 6 |
ACCORDING TO THE BYLAWS OF MERCY MEDICAL CENTER THE ENTITY'S SOLE MEMBER IS COMMONSPIRIT HEALTH, A COLORADO NONPROFIT ORGANIZATION. |
| FORM 990, PART VI, SECTION A, LINE 7A |
ACCORDING TO THE ORGANIZATION'S BYLAWS, DIRECTORS SHALL BE APPOINTED OR REFUSED BY THE CORPORATE MEMBER. THE CORPORATE MEMBER MAY APPOINT ONE OR MORE INDIVIDUALS TO THE BOARD OF DIRECTORS, AND MAY AT ANY TIME REMOVE, WITH OR WITHOUT CAUSE, ANY MEMBER OF THE BOARD OF DIRECTORS. ACCORDING TO THE ORGANIZATION'S BYLAWS, DIRECTORS OF THE CORPORATION SHALL BE APPOINTED BY THE CORPORATE MEMBER NO LATER THAN JUNE 30 OF EACH YEAR. THE NAMES AND QUALIFICATIONS OF EACH INDIVIDUAL ACCEPTED BY THE BOARD OF DIRECTORS SHALL BE SUBMITTED TO THE CORPORATE MEMBER, WHO SHALL APPOINT OR REFUSE EACH NOMINEE IN ACCORDANCE WITH THE CORPORATE MEMBER'S BYLAWS AND WITH ENDORSEMENT OF THE SENIOR VICE PRESIDENT OF OPERATIONS. THE CORPORATE MEMBER MAY UNILATERALLY APPOINT ONE OR MORE INDIVIDUALS TO THE BOARD OF DIRECTORS SHOULD THE BOARD FAIL TO FURNISH THE CORPORATE MEMBER WITH A LIST OF INDIVIDUALS QUALIFIED TO SERVE ON THE BOARD OF DIRECTORS OF THE CORPORATION. (CHCF RESERVED RIGHTS) EXCEPT AS OTHERWISE PROVIDED IN THE CORPORATION'S ARTICLES OF INCORPORATION OR THE LAWS OF THE STATE OF ORGANIZATION, CATHOLIC HEALTH CARE FEDERATION ("CHCF") SHALL HAVE SUCH RIGHTS AS ARE RESERVED TO THE CORPORATE MEMBER, ACTING IN ITS CAPACITY AS THE MEMBERSHIP BODY OF CHCF, UNDER THE GOVERNANCE MATRIX. |
| FORM 990, PART VI, SECTION A, LINE 7B |
THE ORGANIZATION'S CORPORATE MEMBER IS COMMONSPIRIT HEALTH. PURSUANT TO SECTION 5.4 OF THE ORGANIZATION'S BYLAWS, THE CORPORATE MEMBER SHALL HAVE THE SPECIFIC RIGHTS SET FORTH IN THE GOVERNANCE MATRIX. PURSUANT TO THE GOVERNANCE MATRIX THE FOLLOWING RIGHTS ARE RESERVED TO THE COMMONSPIRIT HEALTH BOARD DIRECTLY OR THROUGH POWERS DELEGATED TO THE COMMONSPIRIT HEALTH CHIEF EXECUTIVE OFFICER: - SUBSTANTIAL CHANGE IN THE MISSION OR PHILOSOPHY OF THE MERCY MEDICAL CENTER - AMENDMENT OF THE CORPORATE DOCUMENTS OF THE MERCY MEDICA CENTER - APPROVE MEMBERS OF THE MERCY MEDICAL CENTER BOARD - REMOVAL OF A MEMBER OF THE GOVERNING BODY OF THE MERCY MEDICAL CENTER - APPROVAL OF ISSUANCE OF DEBT BY MERCY MEDICAL CENTER - APPROVAL OF PARTICIPATION OF MERCY MEDICAL CENTER IN A JOINT VENTURE - APPROVAL OF FORMATION OF A NEW CORPORATION BY MERCY MEDICAL CENTER - APPROVAL OF A MERGER INVOLVING THE MERCY MEDICAL CENTER - APPROVAL OF THE SALE OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF THE MERCY MEDICAL CENTER - TO REQUIRE THE TRANSFER OF ASSETS BY THE MERCY MEDICAL CENTER TO COMMONSPIRIT HEALTH TO ACCOMPLISH COMMONSPIRIT HEALTH'S GOALS AND OBJECTIVES, AND TO SATISFY COMMONSPIRIT HEALTH DEBTS. - ADOPTION OF LONG RANGE AND STRATEGIC PLANS FOR MERCY MEDICAL CENTER PURSUANT TO SECTION 5.5.2 OF THE ORGANIZATION'S BYLAWS, COMMONSPIRIT HEALTH MAY, IN EXERCISE OF ITS APPROVAL POWERS, GRANT OR WITHHOLD APPROVAL IN WHOLE OR IN PART, OR MAY, IN ITS COMPLETE DISCRETION, AFTER CONSULTATION WITH THE BOARD AND THE PRESIDENT AND CHIEF EXECUTIVE OFFICER OF THE ORGANIZATION, RECOMMEND SUCH OTHER OR DIFFERENT ACTIONS AS IT DEEMS APPROPRIATE. (CHCF RESERVED RIGHTS) EXCEPT AS OTHERWISE PROVIDED IN THE CORPORATION'S ARTICLES OF INCORPORATION OR THE LAWS OF THE STATE OF ORGANIZATION, CATHOLIC HEALTH CARE FEDERATION ("CHCF") SHALL HAVE SUCH RIGHTS AS ARE RESERVED TO THE CORPORATE MEMBER, ACTING IN ITS CAPACITY AS THE MEMBERSHIP BODY OF CHCF, UNDER THE GOVERNANCE MATRIX. |
| FORM 990, PART VI, SECTION B, LINE 11B |
ONCE THE RETURN IS PREPARED, THE RETURN IS REVIEWED BY THE CHIEF FINANCIAL OFFICER AND CONTROLLER. A COPY OF THE DRAFT RETURN IS MADE AVAILABLE TO BOARD MEMBERS THAT WOULD LIKE TO REVIEW IT. SUBSEQUENT TO THE REVIEW BY THE CFO, 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, SECTION B, LINE 12C |
THE ORGANIZATION HAS A CONFLICTS OF INTEREST ("COI") POLICY (THE "POLICY") IN PLACE TO PROTECT THE INTERESTS OF COMMONSPIRIT HEALTH ("COMMONSPIRIT") IN CIRCUMSTANCES THAT MAY RESULT IN A CONFLICT BETWEEN PERSONAL INTERESTS OF A PERSON AND THE INTERESTS OF THE ORGANIZATION AND THOSE IT SERVES. THE POLICY WAS LAST UPDATED DURING THE TAX YEAR ENDED 6/30/2021. COMMONSPIRIT'S COI POLICY APPLIES TO COMMONSPIRIT, ITS DIRECT AFFILIATES AND SUBSIDIARIES AND ANY RELATED ENTITY THE GOVERNING DOCUMENTS OF WHICH REQUIRE THE ENTITY TO COMPLY WITH COMMONSPIRIT POLICY (COLLECTIVELY THE "SYSTEM ENTITIES"). THE FOLLOWING PERSONS ARE REQUIRED TO DISCLOSE ACTUAL OR POTENTIAL CONFLICTS OF INTEREST AT LEAST ANNUALLY (VIA A FORMAL SYSTEM-ADMINISTERED SURVEY) IF THE PERSON'S AFFILIATION WITH COMMONSPIRIT CONTINUES: - MEMBERS OF CORPORATE AND COMMUNITY BOARDS OF SYSTEM ENTITIES - MEMBERS OF COMMITTEES OF CORPORATE AND COMMUNITY BOARDS OF SYSTEM ENTITIES - MEMBERS OF THE EXECUTIVE LEADERSHIP TEAM ("ELT") OF COMMONSPIRIT - CORPORATE OFFICERS OF SYSTEM ENTITIES - KEY EMPLOYEES AND HIGHEST COMPENSATED EMPLOYEES AS SPECIFIED BY THE INTERNAL REVENUE SERVICE FOR FORM 990 PURPOSES WHO ARE NOT OTHERWISE INCLUDED IN THE CATEGORIES ABOVE - EMPLOYEES OF SYSTEM ENTITIES AT THE VICE PRESIDENT LEVEL AND ABOVE - ALL INDIVIDUALS ENGAGED IN RESEARCH AT INSTITUTIONS OWNED OR OPERATED BY A SYSTEM ENTITY - SELECT EMPLOYEES AS DETERMINED FROM TIME TO TIME BY LEADERSHIP DISCLOSURE, REVIEW, AND MANAGEMENT OF PERCEIVED, POTENTIAL, OR ACTUAL CONFLICTS OF INTEREST ARE ACCOMPLISHED THROUGH A DEFINED COI DISCLOSURE REVIEW PROCESS. EACH PERSON IS REQUIRED TO PROMPTLY AND FULLY DISCLOSE ANY SITUATION OR CIRCUMSTANCE THAT MAY CREATE A CONFLICT OF INTEREST AS SOON AS SHE/HE BECOMES AWARE OF IT. IN ADDITION, AT THE INCEPTION OF AN INDIVIDUAL'S RELATIONSHIP WITH COMMONSPIRIT (E.G. HIRING, BOARD APPOINTMENT), AND FOR CERTAIN POSITIONS, ANNUALLY THEREAFTER, WRITTEN CONFLICT OF INTEREST DISCLOSURE FORMS MUST BE COMPLETED. A FAILURE TO DISCLOSE MAY RESULT IN DISCIPLINARY OR CORRECTIVE ACTIONS. REPORTED POTENTIAL OR ACTUAL CONFLICTS OF INTEREST ARE INITIALLY REVIEWED BY LEGAL, CORPORATE RESPONSIBILITY OR RESEARCH INTEGRITY STAFF. IF NECESSARY, A CONFLICT OF INTEREST MANAGEMENT PLAN IS DEVELOPED, WHICH PLAN SHALL BE SUBJECT TO ACCEPTANCE BY THE APPROPRIATE DIRECT MANAGER, SUPERVISOR, MEDICAL STAFF OFFICE, BOARD OR BOARD COMMITTEE (FOR BOARD, BOARD COMMITTEE, ELT OR CORPORATE OFFICER CONFLICTS), OR OTHER APPROPRIATE INDIVIDUAL OR BODY. ONCE ACCEPTED, THE CONFLICT OF INTEREST MANAGEMENT PLAN IS COMMUNICATED TO THE PERSON WITH THE ACTUAL OR POTENTIAL CONFLICT AND THE INDIVIDUAL MUST CONDUCT THEMSELVES IN CONFORMITY WITH THE PLAN. IN THE EVENT THAT A TRANSACTIONAL CONFLICT INTEREST ARISES IN CONNECTION WITH A SYSTEM ENTITY BOARD MEETING, THE CONFLICTED INDIVIDUAL MUST DISCLOSE THAT CONFLICT PRIOR TO OR AT THE BEGINNING OF THE MEETING IN WHICH THE MATTER IS TO BE CONSIDERED. THE CONFLICTED INDIVIDUAL IS EXCLUDED FROM VOTING ON THE TRANSACTION AND IS PROHIBITED FROM USING PERSONAL INFLUENCE WITH RESPECT TO THE MATTER, BUT IS NOT PROHIBITED FROM PROVIDING INPUT IF REQUESTED TO DO SO. |
| FORM 990, PART VI, SECTION B, LINE 15 |
THE ORGANIZATION'S TOP MANAGEMENT OFFICIAL'S COMPENSATION IS ESTABLISHED BY CHI FRANCISCAN HEALTH, A RELATED ORGANIZATION, AND PAID BY MERCY MEDICAL CENTER. ALL EXECUTIVE COMPENSATION ARRANGEMENTS WITH ANY PERSON OF SUBSTANTIAL INFLUENCE ARE SUBJECT TO REVIEW AND APPROVAL BY THE CHI FRANCISCAN HEALTH BOARD OF DIRECTORS, OR AN AUTHORIZED COMMITTEE OF THE BOARD, IN ACCORDANCE WITH THE EXECUTIVE COMPENSATION REVIEW POLICY. EXECUTIVE COMPENSATION ARRANGEMENTS WITH ANY PHYSICIAN WHO IS A PERSON OF SUBSTANTIAL INFLUENCE ARE NOT SUBJECT TO THIS POLICY, BUT SHALL BE REVIEWED AND APPROVED IN ACCORDANCE WITH THE SYSTEM'S PHYSICIAN TRANSACTION REVIEW POLICY. |
| FORM 990, PART VI, SECTION C, LINE 19 |
THE ORGANIZATION'S FINANCIAL STATEMENTS, CONFLICT OF INTEREST POLICY AND GOVERNING DOCUMENTS ARE AVAILABLE TO THE PUBLIC UPON REQUEST. THE ORGANIZATION'S FINANCIAL STATEMENTS ARE INCLUDED IN COMMONSPIRIT HEALTH'S CONSOLIDATED AUDITED FINANCIAL STATEMENTS THAT ARE AVAILABLE AT WWW.COMMONSPIRIT.ORG. |
| 990, PART VI, SECTION B, LINE 16B - JOINT VENTURE POLICY |
MERCY MEDICAL CENTER HAS NOT FORMALLY ADOPTED A WRITTEN POLICY OR WRITTEN PROCEDURE REGARDING JOINT VENTURES. HOWEVER COMMONSPIRIT HEALTH'S SYSTEM-WIDE JOINT VENTURE MODEL OPERATING AGREEMENT INCORPORATES CONTROLS OVER THE VENTURE SUFFICIENT TO ENSURE THAT (1) THE EXEMPT ORGANIZATION AT ALL TIMES RETAINS CONTROL OVER THE VENTURE SUFFICIENT TO ENSURE THAT THE PARTNERSHIP FURTHERS THE EXEMPT PURPOSE OF THE ORGANIZATION; (2) IN ANY PARTNERSHIP IN WHICH THE EXEMPT ORGANIZATION IS A PARTNER, ACHIEVEMENT OF EXEMPT PURPOSES IS PRIORITIZED OVER MAXIMIZATION OF PROFITS FOR THE PARTNERS; (3) THE PARTNERSHIP DOES NOT ENGAGE IN ANY ACTIVITIES THAT WOULD JEOPARDIZE THE EXEMPT ORGANIZATION'S EXEMPTION; AND (4) RETURNS OF CAPITAL, ALLOCATIONS, AND DISTRIBUTIONS MUST BE MADE IN PROPORTION TO THE PARTNERS' RESPECTIVE OWNERSHIP INTERESTS. ANY JOINT VENTURE AGREEMENTS THAT DO NOT CONFORM TO THE MODEL AGREEMENT ARE GENERALLY REVIEWED BY COUNSEL. |
| FORM 990, PART IX, LINE 11G |
OTHER FEES FOR SERVICES: PROGRAM SERVICE EXPENSES 7,272,061. MANAGEMENT AND GENERAL EXPENSES 382,740. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 7,654,801. CONSULTING: PROGRAM SERVICE EXPENSES 157,548. MANAGEMENT AND GENERAL EXPENSES 8,292. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 165,840. CONTRACT SERVICES: PROGRAM SERVICE EXPENSES 3,193,957. MANAGEMENT AND GENERAL EXPENSES 354,884. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 3,548,841. CONTRACT LABOR: PROGRAM SERVICE EXPENSES 18,412,374. MANAGEMENT AND GENERAL EXPENSES 969,072. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 19,381,446. PURCHASED SERVICES: PROGRAM SERVICE EXPENSES 16,513,888. MANAGEMENT AND GENERAL EXPENSES 762,047. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 17,275,935. |
| FORM 990, PART XI, LINE 9: |
AFFILIATE TRANSFERS -322,813. |
| FORM 990, PART XI, LINE 8: |
PRIOR PERIOD ADJUSTMENT: CENTRALIZED TRANSACTIONS: TRANSFERS FOR JOURNAL ENTRIES RECORDED CENTRALLY AT COMMONSPIRIT TO STANDARDIZE CONTRACTUAL ALLOWANCE METHODOLOGY ACROSS ALL COMMONSPIRIT AFFILIATES AND SUBSIDIARIES. RECORDED CENTRALLY AT YEAR END AND TRANSFERRED TO FACILITIES IN THE FOLLOWING YEAR. |
Attach to Form 990 or 990-EZ.