2022-11-03T11:23:17-05:00 2021-12-31 990 2021-01-01 823290526 SCL HEALTH FOUNDATION SCLH 3038135190 500 ELDORADO BLVD SUITE 4300 BROOMFIELD CO 80021 MEGAN MAHNCKE PRESIDENT 3038135190 2022-11-02 MEGAN MAHNCKE 999009999 3 AAL1 IAL1 2021 2022-09-23 18:48:47Z MEGAN MAHNCKE 500 ELDORADO BLVD SUITE 4300 BROOMFIELD CO 80021 61350 0 0928 X N/A X 2017 CO WE REVEAL AND FOSTER GOD'S HEALING LOVE BY IMPROVING THE HEALTH OF THE PEOPLE AND COMMUNITIES WE SERVE, ESPECIALLY THOSE WHO ARE POOR AND VULNERABLE. 5 0 0 0 0 0 3596677 61350 0 0 0 0 0 0 3596677 61350 2521360 1073194 0 0 0 0 0 0 0 4630 33003 2525990 1106197 1070687 -1044847 1219278 194650 72 20291 1219206 174359 X WE REVEAL AND FOSTER GOD'S HEALING LOVE BY IMPROVING THE HEALTH OF THE PEOPLE AND COMMUNITIES WE SERVE, ESPECIALLY THOSE WHO ARE POOR AND VULNERABLE. 0 0 1106197 1073194 0 SCL HEALTH FOUNDATION CARRIES OUT THE CHARITABLE PURPOSES OF SISTERS OF CHARITY OF LEAVENWORTH HEALTH SYSTEM, INC. (SCL HEALTH), A NOT-FOR-PROFIT ORGANIZATION AND THE SYSTEM OF CONTROLLED CHARITABLE ORGANIZATIONS WHICH SCL HEALTH HAS CREATED OR OTHERWISE AFFILIATED WITH BY PROVIDING A FAITH-BASED IDEAL OF SERVICE, WHICH DEMANDS A RESPECT FOR THE DIGNITY OF ALL PERSONS, COMPASSIONATE CARE AND SENSITIVITY TO HUMAN SUFFERING, AND AN ABIDING INTEREST IN CARE OF THE WHOLE PATIENT, INCLUDING HIS/HER HIGHER SPIRITUAL AND PHYSICAL WELFARE. IN CARRYING OUT ITS CHARITABLE PURPOSES, SCL HEALTH FOUNDATION MANAGES, OPERATES, MAINTAINS, DEVELOPS, AND PROMOTES INSTITUTIONS, ACTIVITIES, AND PROGRAMS THAT PROMOTE THE DELIVERY OF QUALITY HEALTH SERVICES, EDUCATIONAL PROGRAMS, RESEARCH ACTIVITIES, AND ANY OTHER ACTIVITIES DESIGNED TO PROMOTE THE GENERAL HEALTH, REHABILITATION AND SOCIAL NEEDS OF INDIVIDUALS IN NEED WHICH ARE APPROPRIATE IN CARRYING OUT THE CHARITABLE PURPOSES OF THE ORGANIZATION, SCL HEALTH, AND ITS CONTROLLED CHARITABLE ORGANIZATIONS. 1106197 1 1 0 0 0 0 0 0 0 0 1 0 0 0 1 0 0 1 0 0 0 0 0 0 0 0 0 1 1 1 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 1 X 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 X 5 0 0 0 0 0 1 1 1 1 1 0 0 1 1 1 1 1 1 0 0 0 X KYLE ENGMAN 3038135543 500 ELDORADO BLVD SUITE 4200 BROOMFIELD CO 80021 X LYDIA JUMONVILLE BOARD MEMBER 1.00 50.00 X 0 2132408 470113 MEGAN MAHNCKE BOARD MEMBER/PRESIDENT 2.00 50.00 X X 0 531341 87941 THOMAS DONOHOE BOARD MEMBER/SECRETARY 2.00 50.00 X X 0 502346 93350 RICKI KELLY BOARD MEMBER 1.00 50.00 X 0 209502 44400 KATIE TIERNAN JOHNSON BOARD MEMBER 1.00 50.00 X 0 150367 17962 0 3525964 713766 0 0 1 0 0 15000 46350 61350 61350 0 0 0 64500 64500 1008694 1008694 HUMANITARIAN FUND EXPEN 32779 32779 BANK FEES 224 224 1106197 1106197 0 0 973070 129650 7208 0 65000 65000 65000 174000 0 1219278 194650 72 291 0 20000 72 20291 X 80579 75856 1138627 98503 1219206 174359 1219278 194650 -1044847 0 X 0 1 X 1 0 X 62000 150768 53318 3596677 61350 3924113 62000 150768 53318 3596677 61350 3924113 956338 2967775 3924113 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 65000 65000 65000 INTERCOMPANY PAYABLES 20000 20000 1 SISTERS OF CHARITY OF LEAVENWORTH HEALTH SYSTEM INC 500 ELDORADO BLVD SUITE 4300 BROOMFIELD CO 80021 237379161 501(C)(3) 64500 0 SUPPORT MISSION 1 0 COVID FINANCIAL ASSISTANCE 1582 1008694 PART I, LINE 2: THE ORGANIZATION KEEPS RECORDS TO SUPPORT THE AMOUNTS PROVIDED OR REASON FOR SUPPORT. FUNDING DECISIONS ARE DETERMINED ON AN INDIVIDUAL BASIS, CONSIDERING THE USE OF THE FUNDS AND HOW THE USE RELATES TO THE ORGANIZATION'S MISSION. 0 1 0 0 0 0 0 1 0 LYDIA JUMONVILLE BOARD MEMBER 0 1302227 0 439629 0 390552 0 448852 0 21261 0 2602521 0 378434 MEGAN MAHNCKE BOARD MEMBER/PRESIDENT 0 393397 0 109340 0 28604 0 59161 0 28780 0 619282 0 26602 THOMAS DONOHOE BOARD MEMBER/SECRETARY 0 424612 0 76120 0 1614 0 64520 0 28830 0 595696 0 0 RICKI KELLY BOARD MEMBER 0 175370 0 33434 0 698 0 27564 0 16836 0 253902 0 0 KATIE TIERNAN JOHNSON BOARD MEMBER 0 138006 0 12029 0 332 0 7146 0 10816 0 168329 0 0 PART I, LINE 3 COMPENSATION OF THE ORGANIZATION'S CEO/EXECUTIVE DIRECTOR 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. PART I, LINE 4B PAYMENTS FROM A SUPPLEMENTAL NONQUALIFIED RETIREMENT PLAN 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 2021. 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 2021 WERE: LYDIA JUMONVILLE - $378,434, MEGAN MAHNCKE - $26,602. 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 OTHER NON-FIXED PAYMENTS 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 OPERATING INCOME, STEWARDSHIP, QUALITY, PATIENT AND ASSOCIATE SAFETY AND PATIENT EXPERIENCE AND FULFILLMENT OF OUR MISSION. AWARDS ARE BASED ON THE BOARD'S DETERMINATION ON HOW WELL THE HEALTH CARE SYSTEM PERFORMS RELATIVE TO THE PLAN'S STATED PERFORMANCE STANDARDS AND THE WEIGHT GIVEN TO EACH OF THE PERFORMANCE MEASURES AS DEFINED FOR THAT PLAN YEAR. THE AT RISK COMPENSATION PLAN SHALL BE INTERPRETED, APPLIED AND ADMINISTERED AT ALL TIMES IN ACCORDANCE WITH CODE SECTION 409A AND GUIDANCE ISSUED THEREUNDER. THE HEALTH CARE SYSTEM RESERVES THE RIGHT TO AMEND OR TERMINATE THIS PLAN AT ANY TIME FOR ANY REASON. SCHEDULE J - ADDITIONAL OFFICER AND BOARD DISCLOSURES THE SISTERS OF CHARITY OF LEAVENWORTH HEALTH SYSTEM, INC. (SCL HEALTH) AND RELATED TAX EXEMPT ORGANIZATIONS CONSISTS OF EIGHT HOSPITALS, NINE FOUNDATIONS, TWO SAFETY-NET CLINICS, ONE CHILDREN'S MENTAL HEALTH CENTER, HOME HEALTH AND MORE THAN 200 PHYSICIAN CLINICS IN THREE STATES - COLORADO, KANSAS AND MONTANA. THE HEALTH SYSTEM INCLUDES MORE THAN 15,700 FULL-TIME ASSOCIATES AND MORE THAN 500 EMPLOYED PHYSICIANS. SCL HEALTH AND RELATED TAX EXEMPT ORGANIZATIONS ADHERE TO GOVERNANCE EXCELLENCE STANDARDS INCLUDING TRANSPARENCY AND ACCOUNTABILITY. IN KEEPING WITH SCL HEALTH'S CORE VALUE OF STEWARDSHIP, SCL HEALTH'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 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 6 MEMBERS OR STOCKHOLDERS SISTERS OF CHARITY OF LEAVENWORTH HEALTH SYSTEM, INC. IS THE SOLE MEMBER OF SCL HEALTH FOUNDATION. 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 SCL HEALTH FOUNDATION, APPROVES MEMBERS OF SCL HEALTH FOUNDATION 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. 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. SISTERS OF CHARITY OF LEAVENWORTH HEALTH SYSTEM, INC. 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 PROCESS USED TO REVIEW THE FORM 990 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 SCL HEALTH FOUNDATION 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 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. A REPORT IS PROVIDED TO SCL HEALTH'S 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 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 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 MINISTRY INTEGRITY AND COMPLIANCE COMMITTEE AND TO 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 VII, SECTION B, LINE 1 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. 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