| Form 990, Part VI, Line 6 Classes of members or stockholders |
The sole member of the Corporation is Roper St. Francis Healthcare, a South Carolina nonprofit, nonstock corporation. Roper St. Francis Healthcare is in turn governed by a Board of Directors appointed by its members. The members of Roper St. Francis Healthcare (RSFH) are The Medical Society of South Carolina (49%), a South Carolina nonprofit corporation, and HealthSpan Partners (51%), a Ohio nonprofit corporation. HealthSpan Partners (HSP) is a supporting organization of Bon Secours Mercy Health, Inc. (BSMH). |
| Form 990, Part VI, Line 7a Members or stockholders electing members of governing body |
RSFH is governed by a 12-member board of directors (the Board of Directors). Subject to certain Nominating Committee approvals, six directors are appointed by each of MSSC and HSP. In the event of a dispute it is the Members intent that the members of RSFH's Board of Directors are appointed to such positions because they have a willingness to serve the needs of Roper as a whole and not the needs of any individual Member. In the event of a stalemate, the Members management teams are to attempt in good faith to resolve the matter within fifteen days. If the management teams are unable to resolve the stalemate, the matter shall be submitted to the President/CEO of BSMH for review and resolution. |
| Form 990, Part VI, Line 7b Decisions requiring approval by members or stockholders |
The following actions shall require the unanimous affirmative approval of all of the founding members: (a) to amend the Articles of Incorporation or By-laws, including without limitation, any change in the Corporation's purposes; provided, however, that, subject to the procedures and voting requirements with respect to the admission of non-founding members, Schedule 3.1 may be amended with the approval of two (2) of the founding members to reflect the admission of a non-founding member; (b) to dissolve or liquidate the Corporation and to determine the distribution of assets upon dissolution; (c) to merge or consolidate the Corporation or to sell, convey, transfer, lease, or otherwise dispose of all or substantially all of its assets; (d) to appoint the President and Chief Executive Officer of the Corporation in a manner other than that established within the By-laws; (e) to alter or amend the Corporation's ethical performance standards (defined below); or (f) to enter into any material agreement whereby a third party will: (i) become an equity owner in any joint venture with the Corporation or any System participant and will not be legally obligated to support the Corporation's ethical performance standards; or (ii) manage a substantial part of the facilities, assets, or operations of the system and will not be legally obligated to comply with and support the Corporation's ethical performance standards. |
| Form 990, Part VI, Line 11b Review of form 990 by governing body |
The Form 990 was prepared by the BSMH Tax Department with assistance and oversight by management. Reviews were then conducted by senior management prior to filing with the Internal Revenue Service. |
| Form 990, Part VI, Line 12c Conflict of interest policy |
The Compliance policy requires COI disclosures from all RSFH Board of Directors, Board Committees, Senior and Executive management, any staff involved in the selection of vendors, contracting, and/or purchasing, employed physicians, other contracted service providers or staff members who have decision making capacity or business decision influence. All covered persons are required to complete Conflict of Interest training which includes examples of possible conflicts and overall conflict of interest education. The education provides the Conflict of Interest policy for the covered person's review. Covered persons are required to complete their disclosure upon completion of education course. |
| Form 990, Part VI, Line 15a Process to establish compensation of top management official |
An independent company, Gallagher, provides research, advice and guidance to the HR Committee and senior leadership to ensure the Organization's compensation programs for executives covered by the "Intermediate Sanctions Legislation" (IRC Section 4958) are aligned with its stated philosophy: Base salaries are targeted at the 50th percentile of the established comparator market; Total cash compensation (base salary plus annual incentive payments) are targeted at the 75th percentile of the established comparator market; Total direct compensation (total cash compensation plus long term incentive payments) should not exceed the 90th percentile of the established comparator market; Benefits are targeted at market median; and In aggregate, base salary, total cash compensation, total direct compensation and benefits comprise total remuneration for executives. The HR Committee ensures that executive total compensation is reflective of the Organization's stated compensation philosophy. The committee, in this process, authorizes and supports an annual three step process utilizing Gallagher's resources: 1) Salary levels, annual bonus targets/payments and long term incentive grants are compared rigorously each year with market data based on comparable positions and organizations. A. Comparable organizations are primarily not-for-profit healthcare systems with similar operating revenues. B. Incentive goals are primarily based on formally defined quantitative goals approved by the HR Committee of the RSFH Board of Directors. 2) All recommended pay decisions are tested against these data points and the organization's stated compensation philosophy. 3) A formal opinion letter is prepared by Gallagher, representing that senior executives are compensated within the reasonableness standards mandated by the IRS. This letter provides a "safe harbor" for the organization's senior leadership relative to the reasonableness of total executive compensation consistent with IRC Section 4958. |
| Form 990, Part VI, Line 15b Process to establish compensation of other employees |
See explanation for 15A. |
| Form 990, Part VI, Line 19 Required documents available to the public |
The organization's governing documents, conflict of interest policy and financial statements are available to the public upon request. |
| Form 990, Part IX, Line 11g Other Fees |
Contract Labor - Total Expense: 389585, Program Service Expense: 311668, Management and General Expenses: 77917, Fundraising Expenses: ; Medical Professional Fees - Total Expense: 71540, Program Service Expense: 71540, Management and General Expenses: , Fundraising Expenses: ; Corp Admin Fees - Total Expense: 18211639, Program Service Expense: 14569311, Management and General Expenses: 3642328, Fundraising Expenses: ; Billing Services - Total Expense: 9570487, Program Service Expense: 9570487, Management and General Expenses: , Fundraising Expenses: ; Transcription - Total Expense: 185100, Program Service Expense: 185100, Management and General Expenses: , Fundraising Expenses: ; Repairs and Maintenance - Total Expense: 56006, Program Service Expense: 44805, Management and General Expenses: 11201, Fundraising Expenses: ; Consulting Services - Total Expense: 58714, Program Service Expense: 46971, Management and General Expenses: 11743, Fundraising Expenses: ; Ancillary Services - Total Expense: 43638, Program Service Expense: 43638, Management and General Expenses: , Fundraising Expenses: ; Other Purchased Services - Total Expense: 2386796, Program Service Expense: 1909437, Management and General Expenses: 477359, Fundraising Expenses: ; |
| Form 990, Part XI, Line 9 Other changes in net assets or fund balances |
Discontinued Operations - -49569; Adjust I/C Balances - 93343268; Release Temporary Restricted Funds - 27000; Pension and Benefits Allocation - -1296763; |
Attach to Form 990 or 990-EZ.