2019-11-13T19:22:16-06:00 2018-12-31 346565596 ERNST & YOUNG US LLP 201 NORTH FRANKLIN STREET SUITE 2400 TAMPA FL 33602 990 2018-01-01 592822516 ST JOSEPH'S ENTERPRISES INC STJO 8138704235 3003 W DR MARTIN LUTHER KING BLVD TAMPA FL 33607 CARL TREMONTI CFO 8138704235 2019-11-12 1 MELANIE A MCPEAK P01346034 8132254800 73.184.197.104 2019-11-13 17:42:56 ES P DA39A3EE5E6B4B0D3255BFEF95601890AFD80709 66FC02D03DBAC7EA2C5C7B5513D8D7164FCFC484 2018 2020-04-17 16:48:07Z JIM COTE 3003 W DR MARTIN LUTHER K TAMPA FL 33607 27564046 0 X N/A X 1986 FL ST. JOSEPH'S ENTERPRISES, INC. WILL IMPROVE THE HEALTH OF ALL WE SERVE THROUGH COMMUNITY-OWNED HEALTH CARE SERVICES THAT SET THE STANDARD FOR HIGH-QUALITY, COMPASSIONATE CARE. 5 0 138 20 0 875 0 0 23048852 27527159 0 21312 17481 15575 23066333 27564046 0 1000 0 0 5811102 6942451 0 0 0 15820109 16246996 21631211 23190447 1435122 4373599 7530656 5925926 8454282 2475951 -923626 3449975 ST. JOSEPH'S ENTERPRISES, INC. WILL IMPROVE THE HEALTH OF ALL WE SERVE THROUGH COMMUNITY-OWNED HEALTH CARE SERVICES THAT SET THE STANDARD FOR HIGH-QUALITY, COMPASSIONATE CARE. 0 0 17560987 1000 27542734 ST. JOSEPH'S ENTERPRISES, INC. OPERATES FIVE OUTPATIENT DIAGNOSTIC FACILITIES TO PROVIDE EFFICIENT HIGH QUALITY MEDICAL CARE TO THE LOCAL COMMUNITY MEMBERS. 17560987 1 0 0 0 0 0 0 0 0 0 1 0 0 0 1 1 0 1 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 1 1 1 1 0 0 1 X 0 0 138 1 1 1 0 0 0 0 0 0 0 0 0 0 0 X 5 0 1 0 0 0 1 1 1 1 1 0 0 1 1 1 1 1 1 0 0 0 X JANICE POLO EVP & CFO 7278208021 2985 DREW STREET CLEARWATER FL 33759 JAMES COTE TRUSTEE/SVP AMB SVCS 1.00 48.00 X X 0 555626 99809 CARL TREMONTI TRUSTEE/VP,CFO BC HOSP DIV TILL MAY 1.00 63.00 X X 0 698208 26327 JEFFREY HELD TRUSTEE/SECRETARY/VP, CMO AMB CARE 1.00 46.00 X X 0 461692 109486 JANICE POLO TRUSTEE/TREASURER/EVP,CFO BAYCARE 1.00 50.00 X X 0 974340 79567 GLENN WATERS TRUSTEE/EVP, COO BAYCARE 1.00 60.00 X X 0 1549036 59994 TOM RIBBLE DIRECTOR, AMB FINANCE 1.00 48.00 X 0 251312 19338 MICHELLE MCCORMICK MANAGER, IMAGING SVCS 45.00 0.00 X 102271 0 8043 SYNDA MCGRATH MANAGER, IMAGING SVCS 45.00 0.00 X 105213 0 15401 KIMBERLY GUY FORMER TRUSTEE/SECRETARY 0.00 48.00 X 0 754096 44909 207484 5244310 462874 2 1 1 0 STERN DRAKE ISBELL & ASSOCIATE 4516 N ARMENIA AVE TAMPA FL 33603 MEDICAL SERVICES 4625941 SIEMENS MEDICAL SOLUTIONS USA PO BOX 120001 DEPT 0733 DALLAS TX 75312 SOFTWARE SERVICES 848531 RADIOLOGY ASSOCIATES OF 1106 DRUID RD S CLEARWATER FL 33756 MEDICAL SERVICES 483714 BAY LINEN INC 11525 47TH ST N CLEARWATER FL 33762 LAUNDRY SERVICES 125200 4 HOSPITAL PATIENT CARE 621990 19857023 19857023 MEDICARE/MEDICAID PMNT 621990 7670136 7670136 27527159 21312 21312 OTHER REVENUE 621990 15575 15575 15575 27564046 27542734 0 21312 X 1000 1000 5590681 5311770 278911 222341 211249 11092 729288 692905 36383 400141 379937 20204 5176734 5059236 117498 479311 129721 349590 47184 29020 18164 1190004 620586 569418 12349 12349 1570252 1510112 60140 301978 301978 MANAGEMENT FEES 4050543 4050543 REPAIRS AND MAINTENANCE 1377460 1365211 12249 BAD DEBT EXPENSE 1100104 1100104 MEDICAL SUPPLIES 756711 754102 2609 184366 94056 90310 23190447 17560987 5629460 0 633 492 1631300 1375712 91481 12702 23500035 18964545 5805712 4535490 1530 1530 7530656 5925926 1341826 757141 7112456 1718810 8454282 2475951 X -923626 3449975 -923626 3449975 7530656 5925926 X 4373599 2 X 0 1 X 1 0 X X 1 ST JOSEPH'S HOSPITAL INC 590774199 3 1 17559987 0 1 17559987 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 SCHEDULE A, PART IV, SECTION A, LINE 1 PER ITS ARTICLES, THE ORGANIZATION WILL SUPPORT OTHER ORGANIZATIONS DESCRIBED IN SECTION 509(A)(1) OR (2) OF THE INTERNAL REVENUE CODE, AS MAY BE SPECIFIED FROM TIME TO TIME. SCHEDULE A, PART IV, SECTION C, LINE 1 BOTH THE SUPPORTING ORGANIZATION AND THE SUPPORTED ORGANIZATIONS ARE PARTICIPANTS IN A JOINT OPERATING AGREEMENT ("JOA"). THE MANAGEMENT OF THE ORGANIZATIONS PARTICIPATING IN THE JOA IS SUBJECT TO THE TERMS OF THE JOA. 3138238 1171893 1966345 1386307 1039860 346447 18925490 16752792 2172698 50000 50000 4535490 DUE TO AFFILIATES 1718810 1718810 X 26463941 0 26463941 1100105 1100105 27564046 22090340 0 22090340 1100107 1100107 23190447 PART X, LINE 2: MANAGEMENT BELIEVES THAT ALL TAX POSITIONS TAKEN WITH RESPECT TO EXEMPT STATUS ISSUES AND UBTI ISSUES, IF EXAMINED BY THE IRS WITH FULL KNOWLEDGE OF ALL MATERIAL FACTS, ARE MORE LIKELY THAN NOT TO BE SUSTAINED. THEREFORE, THE FULL BENEFITS OF THE TAX POSITIONS TAKEN ARE RECOGNIZED IN THE FINANCIAL STATEMENTS. PART XI, LINE 4B - OTHER ADJUSTMENTS: BAD DEBT EXPENSE 1,100,104. ROUNDING 1. PART XII, LINE 4B - OTHER ADJUSTMENTS: BAD DEBT EXPENSE 1,100,104. ROUNDING 3. 0 1 0 0 0 0 0 0 0 JAMES COTE TRUSTEE/SVP AMB SVCS 0 404904 0 136387 0 14335 0 87626 0 12183 0 655435 0 0 CARL TREMONTI TRUSTEE/VP,CFO BC HOSP DIV TILL MAY 0 404412 0 128903 0 164893 0 13750 0 12577 0 724535 0 49498 JEFFREY HELD TRUSTEE/SECRETARY/VP, CMO AMB CARE 0 341151 0 96181 0 24360 0 80536 0 28950 0 571178 0 0 JANICE POLO TRUSTEE/TREASURER/EVP,CFO BAYCARE 0 620802 0 245807 0 107731 0 37341 0 42227 0 1053908 0 0 GLENN WATERS TRUSTEE/EVP, COO BAYCARE 0 922335 0 352137 0 274564 0 18822 0 41172 0 1609030 0 14747 TOM RIBBLE DIRECTOR, AMB FINANCE 0 212249 0 26075 0 12988 0 11482 0 7857 0 270651 0 0 KIMBERLY GUY FORMER TRUSTEE/SECRETARY 0 442363 0 150889 0 160844 0 13750 0 31159 0 799005 0 53244 PART I, LINE 3 THE FILING ORGANIZATION DOES NOT USE ANY OF THE OPTIONS LISTED IN SCHEDULE J, PART I, LINE 3 TO ESTABLISH THE COMPENSATION OF THE CEO/EXECUTIVE DIRECTOR. HOWEVER, THE RELATED ORGANIZATION, BAYCARE HEALTH SYSTEM INC, USES COMPENSATION COMMITTEE, INDEPENDENT COMPENSATION CONSULTANT, WRITTEN EMPLOYMENT CONTRACT, COMPENSATION SURVEY OR STUDY AND APPROVAL BY THE BOARD OR COMPENSATION COMMITTEE AS A MEANS TO ESTABLISH THE CEO'S COMPENSATION OF THE FILING ORGANIZATION. PART I, LINE 4B JAMES COTE - PARTICIPATED IN A SUPPLEMENTAL NONQUALIFIED DEFERRED COMPENSATION PLAN. HE HAD $72,461 OF NONVESTED BENEFITS ACCRUE DURING 2018. THIS AMOUNT IS INCLUDED IN PART II (C) RETIREMENT AND OTHER DEFERRED COMPENSATION. CARL TREMONTI - PARTICIPATED IN A SUPPLEMENTAL NONQUALIFIED DEFERRED COMPENSATION PLAN. HE HAD $137,675 IN BENEFITS VEST IN 2018. THIS AMOUNT IS INCLUDED IN PART II (B)(III) OTHER COMPENSATION. THE PLAN MADE CASH DISTRIBUTION OF $54,175 IN 2018. JEFFREY HELD - PARTICIPATED IN A SUPPLEMENTAL NONQUALIFIED DEFERRED COMPENSATION PLAN. HE HAD $64,362 OF NONVESTED BENEFITS ACCRUE DURING 2018. THIS AMOUNT IS INCLUDED IN PART II (C) RETIREMENT AND OTHER DEFERRED COMPENSATION. JANICE POLO - PARTICIPATED IN A SUPPLEMENTAL NONQUALIFIED DEFERRED COMPENSATION PLAN. SHE HAD $78,618 IN BENEFITS VEST IN 2018. THIS AMOUNT IS INCLUDED IN PART II (B)(III) OTHER COMPENSATION. SHE HAD $21,701 OF NONVESTED BENEFITS ACCRUE DURING 2018. THIS AMOUNT IS INCLUDED IN PART II (C) RETIREMENT AND OTHER DEFERRED COMPENSATION. THE PLAN MADE CASH DISTRIBUTION OF $30,936 IN 2018. GLENN WATERS - PARTICIPATED IN A SUPPLEMENTAL NONQUALIFIED DEFERRED COMPENSATION PLAN. HE HAD $237,944 IN BENEFITS VEST IN 2018. THIS AMOUNT IS INCLUDED IN PART II (B)(III) OTHER COMPENSATION. THE PLAN MADE CASH DISTRIBUTION OF $93,631 IN 2018. PART V, LINE 1A EFFECTIVE 2018, THE TOTAL NUMBER FROM BOX 3 OF FORM 1096 IS REPORTED BY BAYCARE HEALTH SYSTEM, INC, EIN 59-2796965, A RELATED ORGANIZATION THAT PROCESSES FORMS 1099 FOR ITS AFFILIATES. THIS IS A CHANGE FROM THE PRIOR YEAR REPORTING AS IT BETTER ALIGNS THE FORM 1096, BOX 3 REPORTING TO THE ISSUING EIN. FORM 990, PART VI, SECTION A, LINE 1 ST. JOSEPH'S ENTERPRISES, INC. IS CONTROLLED BY ST. JOSEPH'S HEALTH CARE CENTER, INC., A 501(C)(3) TAX-EXEMPT ORGANIZATION. A MAJORITY OF THE VOTING MEMBERS OF THE BOARD OF ST. JOSEPH'S HEALTH CARE CENTER, INC. ARE INDEPENDENT. FORM 990, PART VI, SECTION A, LINE 2 JANICE POLO AND GLENN WATERS ARE BOARD MEMBERS OF THE FILING ORGANIZATION, AS WELL AS BOARD MEMBERS OF A TAXABLE ENTITY AFFILIATED WITH THE FILING ORGANIZATION. JIM COTE, GLENN WATERS AND TOM RIBBLE ARE BOARD MEMBERS/OFFICERS OF THE FILING ORGANIZATION, AS WELL AS BOARD MEMBERS OF A TAXABLE ENTITY AFFILIATED WITH THE FILING ORGANIZATION. FORM 990, PART VI, SECTION A, LINE 6 THE SOLE MEMBER OF ST. JOSEPH'S ENTERPRISES, INC. IS ST. JOSEPH'S HEALTH CARE CENTER, INC. FORM 990, PART VI, SECTION A, LINE 7A THE NUMBER OF TRUSTEES SHALL BE NOT LESS THAN FIVE (5) NOR MORE THAN NINE (9). THESE NUMBERS MAY BE INCREASED OR DECREASED FROM TIME TO TIME BY AMENDMENT TO THE BYLAWS, BUT NO DECREASE SHALL HAVE THE EFFECT OF SHORTENING THE TERM OF ANY INCUMBENT TRUSTEE. DESIGNATION AND APPOINTMENT OF TRUSTEES. (A) THE PRESIDENT OF THE CORPORATION SHALL SERVE AS AN EX OFFICIO TRUSTEE WITH VOTE. (B)UNLESS SUBSECTION (C) BELOW APPLIES, ALL OTHER TRUSTEES SHALL BE APPOINTED BY THE BOARD OF TRUSTEES OF THE CORPORATE MEMBER AT AN ANNUAL MEETING OF THE MEMBER. (C) IN APPOINTING TRUSTEES, THE TRUSTEES OF THE CORPORATE MEMBER MAY WAIVE THE NOMINATING PROCEDURE SPECIFIED IN SUBSECTION (B) ABOVE AND APPOINT MEMBERS OF THE SPONSORING ORGANIZATION TO SERVE AS TRUSTEES. FORM 990, PART VI, SECTION A, LINE 7B THE TAXPAYER IS A PARTICIPANT, AS DEFINED IN THE SECOND RESTATED JOINT OPERATING AGREEMENT DATED AS OF MAY 23, 2006, AS AMENDED (THE "JOA"). UNDER THE JOA, BAYCARE HEALTH SYSTEM, INC. IS RESPONSIBLE FOR THE OPERATIONS OF THE PARTICIPANTS. THE JOA PARTICIPANTS INCLUDE THE TAXPAYER AND OTHER HOSPITALS AND NON-HOSPITAL ORGANIZATIONS. NOTICE OF THE JOA WAS PREVIOUSLY PROVIDED TO THE INTERNAL REVENUE SERVICE BY LETTER DATED JULY 1, 1997. THE MEMBER SHALL RESERVE TO ITSELF IN ITS CAPACITY AS THE CORPORATE MEMBER OF THE CORPORATION THE FOLLOWING TWO CATEGORIES OF ACTIONS: CLASS I MEMBER RESERVED RIGHTS AND CLASS II MEMBER RESERVED RIGHTS. A. CLASS I MEMBER RESERVED RIGHTS. 1. ADDITION, DELETION OR RECONFIGURATION OF SERVICES OF THE CORPORATION. 2. ESTABLISHMENT OF OVERALL CAPITAL AND OPERATING BUDGETS AND STRATEGIC PLANS APPLICABLE TO THE CORPORATION, INCLUDING THE USE OF THE FUNDS OF THE CORPORATION. 3. EXCLUSIVE AUTHORITY TO ENTER INTO MANAGED CARE CONTRACTS ON BEHALF OF THE CORPORATION. 4. APPROVAL OF CONTRACTS ON BEHALF OF THE CORPORATION (BUT THE CLASS I MEMBER MAY ESTABLISH POLICIES FROM TIME TO TIME PROVIDING THAT ONLY SPECIFIC TYPES OF CONTRACTS OR CONTRACTS INVOLVING OBLIGATIONS IN EXCESS OF SPECIFIED LEVELS NEED TO BE APPROVED BY THE CLASS I MEMBER). 5. AUTHORITY TO ESTABLISH FEES AND CHARGES ON BEHALF OF THE CORPORATION. 6. DETERMINATION OF WHETHER THE CORPORATION SHOULD JOIN ANY NETWORKS OR ALTERNATIVE OR INTEGRATED DELIVERY SYSTEMS. 7. ESTABLISHMENT OF EMPLOYMENT AND OTHER POLICIES APPLICABLE TO ALL PERSONNEL EMPLOYED BY THE CORPORATION. 8. APPROVAL OF THE PHILOSOPHY, MISSION STATEMENT AND PURPOSES OF THE CORPORATION. 9. APPROVAL OF CHANGES IN THE ARTICLES OF INCORPORATION OR IN THE BYLAWS OF THE CORPORATION. 10. APPROVAL OF THE MERGER, CONSOLIDATION, DISSOLUTION, SALE OR OTHER TRANSFER OF SUBSTANTIALLY ALL ASSETS OF THE CORPORATION, OR OTHER CHANGE IN CORPORATE FORM, CAUSING A FUNDAMENTAL REORGANIZATION OF THE CORPORATION. 11. APPROVAL OF THE INCURRENCE OF INDEBTEDNESS BY THE CORPORATION ABOVE CERTAIN LIMITS ESTABLISHED BY THE CLASS I MEMBER. 12. APPROVAL OF THE ESTABLISHMENT OF ADDITIONAL AFFILIATES OR SUBSIDIARIES OF THE CORPORATION. 13. ADOPTION OF STRATEGIC PLANS OR MAJOR CHANGES IN PROGRAMS OR SERVICES OF THE CORPORATION. 14. APPROVAL OF THE PURCHASE, SALE, TRANSFER, OR OTHER ENCUMBRANCE OF ASSETS OF THE CORPORATION ABOVE SPECIFIED LEVELS ESTABLISHED BY THE CLASS I MEMBER. B. CLASS II MEMBER RESERVED RIGHTS. 1. APPROVAL OF THE PHILOSOPHY, MISSION STATEMENT AND PURPOSES OF THE CORPORATION. 2. APPROVAL OF THE MERGER, CONSOLIDATION, DISSOLUTION, SALE OR OTHER TRANSFER OF SUBSTANTIALLY ALL ASSETS OF THE CORPORATION, OR OTHER CHANGE IN CORPORATE FORM, CAUSING A FUNDAMENTAL REORGANIZATION OF THE CORPORATION. 3. APPROVAL OF ANY SALE, LONG TERM LEASE, MORTGAGE, ENCUMBRANCE OR DISPOSITION OF PROPERTY OF THE CORPORATION CONSTITUTING AN 'ALIENATION' UNDER PRINCIPLES OF CANON LAW. 4. APPROVAL OF MATTERS RELATING TO THE IMPLEMENTATION OF AND COMPLIANCE WITH THE ETHICAL AND RELIGIOUS DIRECTIVES. 5. APPROVAL OF SUBSTANTIVE CHANGES IN THE ARTICLES OF INCORPORATION OF THE CORPORATION AND THESE BYLAWS (PROVIDED THAT PRIOR NOTICE OF ANY CHANGE IN THE ARTICLES OF INCORPORATION OF THE CORPORATION OR THESE BYLAWS SHALL BE PROVIDED TO TRINITY HEALTH AND, IF SUCH CHANGE, AS A RESULT OF TRINITY HEALTH BEING A CATHOLIC ENTITY, MUST BE APPROVED BY TRINITY HEALTH, SUCH CHANGE, REGARDLESS OF WHETHER IT IS SUBSTANTIVE AS A MATTER OF CIVIL LAW, SHALL BE SUBJECT TO THE APPROVAL OF TRINITY HEALTH). 6. WITH REGARD TO ANY ASSETS OF THE CORPORATION NO LONGER REQUIRED IN THE OPERATIONS OF THE CORPORATION, APPROVAL OF ANY SALE OR OTHER DISPOSITION OF ANY ASSETS NOT IN THE ORDINARY COURSE WHICH HAVE A VALUE IN EXCESS OF $3 MILLION, AND WITH REGARD TO ALL OTHER ASSETS OF THE CORPORATION USED IN THE OPERATIONS OF THE CORPORATION, APPROVAL OF ANY SALE OR OTHER DISPOSITION OF SUCH ASSETS NOT IN THE ORDINARY COURSE (BUT THE FOREGOING IS NOT INTENDED TO LIMIT ANY TRANSFER OF THE LOCATION OF THE ASSETS FROM THE CORPORATION TO ANOTHER ENTITY IN CONNECTION WITH A DULY AUTHORIZED RECONFIGURATION OF SERVICES). 7. THE DETERMINATION OF THE DISTRIBUTION OF ASSETS UPON DISSOLUTION OR LIQUIDATION OF THE CORPORATION. FORM 990, PART VI, SECTION B, LINE 11B THE FORM 990 IS PREPARED BY THE ORGANIZATION AND REVIEWED BY THE CFO, AS WELL AS THE ORGANIZATION'S PAID PREPARER. PRIOR TO FILING WITH THE IRS, A FINAL COPY OF THE FORM 990 IS PROVIDED TO THE ENTIRE BOARD. FORM 990, PART VI, SECTION B, LINE 12C ST. JOSEPH'S ENTERPRISES, INC. HAS TWO SEPARATE CONFLICT OF INTEREST PROCEDURES; ONE THAT RELATES TO BOARD MEMBERS AND ANOTHER THAT RELATES TO NON-BOARD MEMBER EMPLOYEES. BOTH GROUPS ARE REQUIRED ON AN ANNUAL BASIS TO COMPLETE, SIGN AND FILE AN ANNUAL DISCLOSURE STATEMENT DETAILING EXISTING OR POTENTIAL CONFLICTS OF INTERESTS. DISCLOSURE REQUIREMENTS OF BOARD AND COMMITTEE MEMBERS PRIOR TO ANY AND ALL BOARD OR COMMITTEE MEETINGS, EACH BOARD/COMMITTEE MEMBER SHALL REVIEW THE MEETING AGENDA FOR ANY ACTUAL OR POTENTIAL CONFLICT OF INTEREST. IN THE EVENT AN ACTUAL OR POTENTIAL CONFLICT OF INTEREST ASSOCIATED WITH ANY AGENDA ITEM IS CONCLUDED BY A BOARD COMMITTEE MEMBER AFTER SUCH REVIEW, THE IMPACTED BOARD/COMMITTEE MEMBER SHALL INFORM THE BOARD/COMMITTEE CHAIRPERSON OF THE CONFLICT IN ADVANCE OF THE MEETING. REQUIRED ACTION AFTER DISCLOSURE OF THE BOARD/COMMITTEE MEMBER'S ACTUAL OR POTENTIAL CONFLICT TO THE BOARD/COMMITTEE CHAIRPERSON AS SET FORTH ABOVE, THE FOLLOWING PROCEDURES FOR ADDRESSING THE CONFLICT OF INTEREST WILL BE ADHERED TO BY EACH BOARD AND ALL COMMITTEES WITHOUT EXCEPTION: 1. THE BOARD/COMMITTEE CHAIRPERSON SHALL, UPON DISCLOSURE BY AN IMPACTED BOARD/COMMITTEE MEMBER, HAVE THE DISCRETION (BASED UPON THE SEVERITY OF THE ACTUAL OR POTENTIAL CONFLICT) TO EXCUSE THE IMPACTED BOARD/COMMITTEE MEMBER FROM THE BOARD/COMMITTEE DISCUSSIONS ON THAT AGENDA ITEM. 2. REGARDLESS OF WHETHER THE IMPACTED BOARD/COMMITTEE MEMBER IS ASKED TO LEAVE THE ROOM DURING THE AGENDA ITEM DISCUSSION, THE BOARD/COMMITTEE CHAIRPERSON SHALL NOTIFY ALL BOARD/COMMITTEE MEMBERS OF THE ACTUAL OR POTENTIAL CONFLICT OF INTEREST SO EVERYONE IS AWARE OF THE SAID CONFLICT BEFORE ANY DISCUSSIONS AND/OR VOTE ON THE MATTER. 3. THE BOARD OR COMMITTEE SHALL DETERMINE WHETHER THE BAYCARE ENTITY CAN OBTAIN A MORE ADVANTAGEOUS TRANSACTION OR ARRANGEMENT WITH REASONABLE EFFORTS FROM AN INDIVIDUAL OR ENTITY THAT WOULD NOT GIVE RISE TO A CONFLICT OF INTEREST. 4. IF A MORE ADVANTAGEOUS TRANSACTION OR ARRANGEMENT IS NOT REASONABLY AVAILABLE, THE BOARD OR COMMITTEE SHALL DETERMINE WHETHER THE TRANSACTION OR ARRANGEMENT IS IN THE BAYCARE ENTITY'S BEST INTEREST, AND WHETHER THE TRANSACTION IS FAIR AND REASONABLE TO BAYCARE. AN INTERESTED BOARD/COMMITTEE SHALL NOT VOTE, PARTICIPATE IN, INFLUENCE, OR ATTEMPT TO INFLUENCE ANY DETERMINATION OR PROCEEDINGS. AS REQUESTED BY THE BOARD/COMMITTEE CHAIRPERSON, THE INTERESTED BOARD/COMMITTEE MEMBER MAY, HOWEVER, RESPOND TO QUESTIONS POSED BY THE BOARD/COMMITTEE REGARDING THE CONTRACT OR TRANSACTION. ANY SUCH CONTRACT OR TRANSACTION MUST BE AUTHORIZED BY A VOTE OF AT LEAST TWO-THIRDS (2/3) OF THE BOARD/ COMMITTEE MEMBERS ENTITLED TO VOTE AT A MEETING AT WHICH A QUORUM WAS PRESENT. ANY INTERESTED BOARD/COMMITTEE MEMBER MAY NOT BE COUNTED IN DETERMINING THE EXISTENCE OF A QUORUM. 5. THE MINUTES OF THE BOARD AND ALL COMMITTEES SHALL REFLECT THE FOLLOWING: A. THE NAME(S) OF THE BOARD/COMMITTEE MEMBER(S) WHO DISCLOSED OR WAS OTHERWISE FOUND TO HAVE AN ACTUAL OR POSSIBLE CONFLICT OF INTEREST, THE NATURE OF THE ACTUAL OR POSSIBLE CONFLICT OF INTEREST, ANY ACTION TAKEN TO DETERMINE WHETHER A CONFLICT OF INTEREST WAS PRESENT, AND THE BOARD/COMMITTEE CHAIRPERSON'S DECISION AS TO WHETHER A CONFLICT OF INTEREST, IN FACT, EXISTED. B. THE NAMES OF THE BOARD/COMMITTEE MEMBERS WHO WERE PRESENT FOR DISCUSSIONS AND VOTES RELATING TO THE TRANSACTION OR ARRANGEMENT, THE CONTENT OF THE DISCUSSION, INCLUDING ANY ALTERNATIVES TO THE PROPOSED TRANSACTION OR ARRANGEMENT, AND A RECORD OF ANY VOTES TAKEN ON THE SUBJECT AT ISSUE. C. THE INTERESTED BOARD/COMMITTEE MEMBER'S REMOVAL FROM THE ROOM (IF REQUESTED BY THE CHAIRPERSON), EXCLUSION FROM VOTING AND PARTICIPATION IN DISCUSSIONS, AND THE EXISTENCE OF A PROPER QUORUM. FOR EMPLOYEES, THE REVIEW OF CONFLICTS OF INTEREST OR POTENTIAL CONFLICTS GOES TO THE CONFLICT OF INTEREST DETERMINATION COMMITTEE. THIS COMMITTEE CONSISTS OF THE BAYCARE CHIEF COMPLIANCE OFFICER, THE CORPORATE RESPONSIBILITY OFFICERS, AND THE BAYCARE VICE PRESIDENT OF TEAM RESOURCES. THIS COMMITTEE SHALL DETERMINE IF AN ACTUAL CONFLICT EXISTS AND ANY ACTION REQUIRED TO ADDRESS THE CONFLICT OF INTEREST SITUATION. FORM 990, PART VI, SECTION B, LINE 15 THE FILING ORGANIZATION DOES NOT DIRECTLY COMPENSATE SOME OF ITS TOP MANAGEMENT EMPLOYEES; RATHER COMPENSATION IS PAID BY A RELATED ORGANIZATION THAT ALSO FOLLOWS THE COMPENSATION POLICY OF THE COMPENSATION COMMITTEE. THE INDEPENDENT COMPENSATION COMMITTEE IS APPOINTED BY THE BOARD OF DIRECTORS. THE COMPENSATION COMMITTEE'S PURPOSE IS TO PROVIDE OVERSIGHT FOR THE ORGANIZATION'S EXECUTIVE COMPENSATION PROGRAM, REVIEW AND APPROVE COMPENSATION AND BENEFITS FOR ALL "DISQUALIFIED PERSONS" SUBJECT TO THE INTERMEDIATE SANCTIONS REGULATIONS ISSUED UNDER SECTION 4958 OF THE INTERNAL REVENUE CODE (INCLUDING THE CHIEF EXECUTIVE OFFICER, CHIEF OPERATING OFFICER & CHIEF FINANCIAL OFFICER, OTHER SYSTEM AND ENTITY EXECUTIVES, AND OTHER DISQUALIFIED PERSONS AS DEFINED IN THE INTERMEDIATE SANCTIONS REGULATIONS (I.E., VOTING MEMBERS OF THE GOVERNING BODY, FAMILY MEMBERS, FORMER OFFICERS), AND ESTABLISH THE COMPENSATION PHILOSOPHY FOR ALL OTHER EXECUTIVES. THIS COMMITTEE ENGAGES NATIONALLY RECOGNIZED COMPENSATION CONSULTANTS TO ASSIST THEM IN REVIEW OF EXECUTIVE COMPENSATION. THE COMPENSATION CONSULTANTS PROVIDE A REVIEW OF EACH VICE PRESIDENT AND ABOVE IN THE SYSTEM TO DETERMINE IF THAT EMPLOYEE'S COMPENSATION IS REASONABLE WHEN COMPARED AGAINST MARKET STANDARDS. THE DATA REVIEWED COMES FROM COMPENSATION STUDIES THAT INCLUDE COMPARABLE COMPENSATION FOR SIMILARLY QUALIFIED PERSONS IN FUNCTIONALLY COMPARABLE POSITIONS AT SIMILARLY SITUATED ORGANIZATIONS. THE ORGANIZATION KEEPS CONTEMPORANEOUS MINUTES OF THE COMPENSATION COMMITTEES MEETINGS AND DECISIONS. EXTERNAL CONSULTANTS REVIEW COMPENSATION EVERY OTHER YEAR THE LAST REVIEW OCCURRING IN 2017, BUT THE COMPENSATION COMMITTEE REGULARLY MONITORS COMPENSATION AND ALL OTHER PROCEDURES ARE FOLLOWED ANNUALLY. FORM 990, PART VI, SECTION C, LINE 19 ST. JOSEPH'S ENTERPRISES, INC'S GOVERNING DOCUMENTS ARE AVAILABLE TO THE PUBLIC VIA SUNBIZ.ORG. FORM 990, PART IX, LINE 11G CONSULTING FEES: PROGRAM SERVICE EXPENSES 42,093. MANAGEMENT AND GENERAL EXPENSES 21,297. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 63,390. OTHER OUTSIDE SERVICES: PROGRAM SERVICE EXPENSES 72,098. MANAGEMENT AND GENERAL EXPENSES 60,495. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 132,593. PROFESSIONAL FEES: PROGRAM SERVICE EXPENSES 4,945,045. MANAGEMENT AND GENERAL EXPENSES 35,706. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 4,980,751. FORM 990, PART XI, LINE 9: ROUNDING 2. ST JOSEPH'S DIAGNOSTIC CENTER LLC 3001 W DR MLK JR BLVD TAMPA FL 33607 592820952 HEALTH SRVCS FL 26442629 10153576 SJ ENTERP JOHN KNOX VILLAGE OF TAMPA BAY INC 4100 FLETCHER AVE TAMPA FL 33613 581377711 RETIRE CMMNTY FL 501(C)(3) 10 SJHCC 1 ST JOSEPH'S HEALTH CARE CENTER INC 3001 W DR MARTIN LUTHER KING JR BLV TAMPA FL 33607 592593686 SUPPORT SRVCS FL 501(C)(3) 12B N/A 0 ST JOSEPH'S COMMUNITY CARE INC 3001 W DR MARTIN LUTHER KING JR TAMPA FL 33607 593152608 MEDICAL ASST FL 501(C)(3) 10 SJHCC 1 ST JOSEPH'S HOSPITAL OF TAMPA FOUND INC 3001 W DR MARTIN LUTHER KING JR BLV TAMPA FL 33607 591100828 FUNDRAISING FL 501(C)(3) 12C SJHCC 1 SOUTH FLORIDA BAPTIST HOSPITAL 301 N ALEXANDER STREET PLANT CITY FL 33563 590594631 MEDICAL SRVCS FL 501(C)(3) 3 N/A 0 FRANCISCAN PROPERTIES INC 3001 W DR MARTIN LUTHER KING JR BLV TAMPA FL 33607 592822519 SUPPORTS SJH FL 501(C)(3) 12B SJHCC 1 ST ANTHONY'S PROFESSIONAL BUILDING & SE 3001 W DR MARTIN LUTHER KING JR BLV TAMPA FL 33607 592018848 REAL ESTATE FL 501(C)(3) 10 SJHCC 1 ST JOSEPH'S HOSPITAL INC 3001 W DR MARTIN LUTHER KING JR BLV TAMPA FL 33607 590774199 HEALTH SRVCS FL 501(C)(3) 3 N/A 0 CARILLON SURG CNTR 900 CARILLON ST PETE FL 33716 261116740 HEALTH SRVC FL SAPOB N/A 0 0 ST ANT PHY SURG CNTR 705 16TH ST N ST PETE FL 33705 010861245 HEALTH SRVC FL SAPOB N/A 0 0 HEALTHPOINT MEDICAL GROUP INC 4902 EISENHOWER BLVD SUITE 300 TAMPA FL 33634 593244268 PHYSICIAN GROUP FL SAPOB C 1 0 0 0 0 0 0 0 0 0 0 1 1 0 0 1 0 0 1 1 FRANCISCAN PROPERTIES INC K 695173 FMV