2019-05-09T11:44:35-05:00 2018-06-30 KPMG LLP 55 SECOND STREET SUITE 1400 SAN FRANCISCO CA 94105 990 2017-07-01 943006034 Dignity Health Hospital and Professional Liability Self-Insurance Trust % MARY CONNICK FINANCE DEPT DIGN 4154385500 185 Berry Street suite 300 San Francisco CA 94107 MARY CONNICK SVP CORP CONTROLLER 4154385592 2019-05-09 true VALERIE J BALL P00178114 4159635100 162.135.0.56 94661320191295000000 2019-05-09 P B0AAA25FAE52B64E05AA97611FFEB2D7C8F6D4DC 2B5788CE322FF00EB493AD5B21DC7D604E87DE51 2017 2019-02-21 02:37:17Z RICK GROSSMAN 185 Berry Street suite 300 San Francisco CA 94107 148963088 false X www.dignityhealth.org X 1986 CA SELF-INSURANCE PROGRAM FOR RELATED EXEMPT ORGANIZATIONS. ORGANIZATIONS. 1 1 0 0 0 0 0 0 87623002 83094188 4223745 2243297 0 0 91846747 85337485 0 0 0 0 0 0 0 0 0 95616165 87226879 95616165 87226879 -3769418 -1889394 360885145 388699798 347966404 367407660 12918741 21292138 SELF-INSURANCE PROGRAM FOR RELATED EXEMPT ORGANIZATIONS. false false 0 84266028 0 83094188 ADMINISTRATION OF PROFESSIONAL AND GENERAL LIABILITY SELF-INSURANCE PROGRAM AND OBTAINMENT OF OTHER GROUP INSURANCE COVERAGE FOR AFFILIATED CHARITABLE HEALTHCARE ORGANIZATIONS. 84266028 true false false false false false false false false false false true false false true true false true false false true false false false false false false false false true false false false false false false false false false false false false false true false false false true X 199 0 true 0 false false false false false false false false false false X 1 1 true false false false false true true true true false false false true true true true true false false false CA X MARY CONNICK FINANCE DEPT 4154385592 185 BERRY STREET SAN FRANCISCO CA 94107 STATE STREET Institutional Trustee 0.0 0.0 X 98747 109890 0 Lloyd H Dean President/ CEO 2.0 40.0 X 0 11927529 1489954 Rick Grossman EVP Legal Services/General Cou 2.0 40.0 X 0 4559606 418247 Teresa M Kielhorn VP Risk Services 25.0 15.0 X 0 532315 95945 Daniel J Morissette SEVP Chief Financial Officer 2.0 40.0 X 0 2310030 456592 98747 19439370 2460738 0 false true false Ballard Rosenberg Golper Savitt L 500 N BRAND BLVD FL 120 GLENDALE CA 91203 LEGAL SERVICES 1360117 La Follette Johnson DeHaas Fesler 865 SOUTH FIGUERA ST LOS ANGELES CA 90012 LEGAL SERVICES 1349950 Kronick Moskovitz Tiedemann Girar 400 CAPITOL MALL 27TH FL SACRAMENTO CA 95814 LEGAL SERVICES 1317116 Manatt Phelps Phillips LLP 11355 W OLYMPIC BOULEVARD LOS ANGELES CA 900641614 LEGAL SERVICES 1310496 J Bruce Alverson Ltd 6605 GRAND MONTECITO PARKWAY LAS VEGAS NV 89149 LEGAL SERVICES 1026609 40 0 MANAGEMENT SERVICES FOR SELF-INSURANCE CLAIMS 900099 83094188 83094188 AND EXPENSES 83094188 4236131 4236131 0 0 0 0 0 61632769 63625603 -1992834 -1992834 -1992834 0 0 0 0 0 0 0 0 0 0 85337485 83094188 2243297 X 0 0 0 0 0 0 0 0 0 0 0 8550 0 8550 0 23241 0 23241 0 0 0 765485 0 765485 0 11180637 9249751 1930886 0 0 48765 0 48765 0 0 0 0 0 0 0 0 0 0 75016277 75016277 0 0 LICENSES AND TAXES 109601 0 109601 0 LETTER OF CREDIT FEES 72793 0 72793 0 OTHER EXPENSES 1530 0 1530 0 87226879 84266028 2960851 0 X 21509440 27819885 4371991 7453786 0 0 0 0 0 0 0 0 0 0 0 0 14111434 12381844 0 0 167837714 175604783 153054566 155827302 0 0 0 0 0 9612198 360885145 388699798 64508344 59520525 0 0 0 0 0 0 0 0 0 0 0 0 0 0 283458060 307887135 347966404 367407660 X 12918741 21292138 0 0 0 0 12918741 21292138 360885145 388699798 -1889394 10262791 X false true X true false X X 1 DIGNITY HEALTH 941196203 3 true 0 87226879 1 0 87226879 true false false false false false false false false false false false false false false true false PART I, LINE 12G THE TRUST PROVIDED OR PURCHASED FOR THE BENEFIT OF DIGNITY HEALTH, VARIOUS SERVICES, FACILITIES AND GOODS. SEE FORM 990, PART IX FOR FURTHER DETAILS. SCHEDULE A, PART IV SCHEDULE A, PART IV, SECTION A, LINE 1 THE TRUST IS ORGANIZED AND OPERATED EXCLUSIVELY FOR THE BENEFIT OF, AND TO CARRY OUT THE PURPOSES OF, DIGNITY HEALTH AND ITS SUBSIDIARY CHARITABLE ORGANIZATIONS. THE TRUST IS ORGANIZED EXCLUSIVELY FOR CHARITABLE PURPOSES AND IS INTENDED TO BE FOR THE BENEFIT OF AND SUPPORT OF THE TRUSTOR AND PROVIDERS, TO SERVE AS A REPOSITORY FOR FUNDS PAID IN BY THE TRUSTOR AND PROVIDERS, TO MAKE PAYMENTS ON BEHALF OF THE TRUSTOR AND PROVIDERS PURSUANT TO ARTICLE VI, AND TO OPERATE AS AN INTEGRAL PART OF, AND IN SUPPORT OF THE OPERATIONS OF, THE TRUSTOR AND PROVIDERS. SCHEDULE A, PART IV, SECTION B, LINE 1 DIGNITY HEALTH, THE TRUSTOR OF THE ORGANIZATION, HAS THE POWER TO APPOINT AND REMOVE THE INSTITUTIONAL TRUSTEE. TRUSTOR MAY AMEND, ALTER OR REVOKE TRUST AGREEMENT IN WHOLE OR IN PART AT ANY TIME BY AN INSTRUMENT IN WRITING DELIVERED TO TRUSTEE PROVIDED, HOWEVER, THAT TRUSTEE'S RIGHTS, DUTIES, POWERS, AND LIABILITIES SHALL NOT BE CHANGED WITHOUT ITS WRITTEN CONSENT. TRUSTEE MAY RESIGN AT ANY TIME UPON SIXTY DAYS NOTICE TO TRUSTOR OR MAY BE REMOVED AT ANY TIME BY TRUSTOR UPON SIXTY DAYS NOTICE TO TRUSTEE. SHOULD THE OFFICE OF TRUSTEE BE VACATED, A SUCCESSOR SHALL BE APPOINTED BY TRUSTOR AND TRUSTEE SHALL ASSIGN, TRANSFER AND PAY OVER THE TRUST ESTATE, AS THEN CONSTITUTED, TO SUCH SUCCESSOR TRUSTEE. IF A SUCCESSOR TRUSTEE IS NOT SO APPOINTED, A SUCCESSOR TRUSTEE SHALL BE A RECOGNIZED INDEPENDENT CORPORATE FIDUCIARY SUCH AS A BANK OR TRUST COMPANY AND SHALL SATISFY SUCH OTHER REQUIREMENTS AS MAY BE IMPOSED. POOLED INVESTMENT 155827302 F 155827302 0 HOSPITAL PROFESSIONAL & GENERA 307763594 DUE TO RELATED PARTIES 123541 307887135 X SCHEDULE D, PART X, LINE 2 FIN 48 (ASC 740) FOOTNOTE DIGNITY HEALTH REVIEWS ITS TAX POSITIONS QUARTERLY AND HAS DETERMINED THAT THERE ARE NO MATERIAL UNCERTAIN TAX POSITIONS THAT REQUIRE RECOGNITION IN THE ACCOMPANYING CONSOLIDATED FINANCIAL STATEMENTS. Central America and the Caribbean Program Services CAPTIVE INSURANCE 10107732 Central America and the Caribbean Investments NONE 53803067 Europe (Including Iceland and Greenland) Investments NONE 5526267 69437066 69437066 true false true true true false Sch F, Part I, LINE 3(f) PREMIUM AMOUNTS ARE RECORDED TO PREPAID INSURANCE AND AMORTIZED OVER THE TWELVE MONTH PERIOD GENERALLY OF DECEMBER THROUGH NOVEMBER. THE EXPENDITURES LISTED ON PART I ARE DETERMINED BASED ON THE ACCRUAL METHOD OF ACCOUNTING. false true false false false false false false false Lloyd H Dean President/ CEO 0 1787802 0 7604203 0 2535524 0 1385625 0 104329 0 13417483 0 2492734 Rick Grossman EVP Legal Services/General Cou 0 662298 0 1463337 0 2433971 0 343394 0 74853 0 4977853 0 2419526 Teresa M Kielhorn VP Risk Services 0 301449 0 223930 0 6936 0 49728 0 46217 0 628260 0 0 Daniel J Morissette SEVP Chief Financial Officer 0 941800 0 1361599 0 6631 0 409527 0 47065 0 2766622 0 0 Part I, Line 3, 4a & 4b SCHEDULE J, PART I, LINE 3 THE ORGANIZATION RELIED ON A RELATED ORGANIZATION, DIGNITY HEALTH, THAT USED ONE OR MORE OF THE METHODS DESCRIBED IN SCHEDULE J, PART I, LINE 3, TO ESTABLISH THE ORGANIZATION'S TOP MANAGEMENT OFFICIAL'S COMPENSATION. SEE SCHEDULE O DISCLOSURE FOR FORM 990, PART VI, SECTION B, LINE 15 FOR ADDITIONAL INFORMATION. SCHEDULE J, PART I, LINE 4A CERTAIN LISTED PERSONS PARTICIPATE IN A SEVERANCE PLAN THAT PROVIDES MARKET-STANDARD COMPENSATION, RANGING FROM PAYMENTS OF 1 TO 2 YEARS OF BASE COMPENSATION, DEPENDING ON THE EXECUTIVE'S POSITION, IN THE EVENT OF A POSITION ELIMINATION OR OTHER INVOLUNTARY TERMINATION, IN ACCORDANCE WITH THE GUIDELINES OF THE PLAN. THERE WERE NO PAYMENTS RELATED TO THIS PLAN IN 2017. SCHEDULE J, PART I, LINE 4B CERTAIN LISTED PERSONS PARTICIPATE IN THE DIGNITY HEALTH EXCESS BENEFIT PLAN, A NONQUALIFIED SUPPLEMENTAL BENEFIT PLAN LIMITED TO PARTICIPANTS IN THE DIGNITY HEALTH RETIREMENT PLAN WHOSE BENEFITS ARE AFFECTED BY THE LIMITATIONS IMPOSED BY SECTIONS 401(A)(17) AND 415 OF THE INTERNAL REVENUE CODE. BENEFIT SERVICE UNDER THIS PLAN WAS FROZEN AS OF JANUARY 1, 2008. NO PAYMENTS RELATED TO THIS PLAN OCCURED IN 2017. CERTAIN LISTED PERSONS ARE ELIGIBLE TO PARTICIPATE IN NON-QUALIFIED 457(F) PLANS THAT ARE SUBJECT TO SUBSTANTIAL RISK OF FORFEITURE, AS REQUIRED BY THE IRS. THE 2007 EXECUTIVE DEFERRED COMPENSATION PLAN IS FOR EXECUTIVES HIRED PRIOR TO JUNE 30, 2006. THE BENEFIT IS INTENDED TO BRIDGE THE DIFFERENCE, IF ANY, BETWEEN THE BENEFIT PROVIDED UNDER THE DIGNITY HEALTH EXCESS BENEFIT PLAN HAD BENEFIT SERVICE NOT BEEN FROZEN AT JANUARY 1, 2008, AND THE BENEFITS PROVIDED FROM ALL OTHER QUALIFIED AND NON-QUALIFIED PLANS. BENEFITS VEST UNDER THIS 457(F) PLAN AT THE LATER OF THE DATE THE PARTICIPANT ATTAINS AGE 62 OR IS CREDITED WITH 15 YEARS OF SERVICE. THE 2010 EXECUTIVE DEFERRED COMPENSATION PLAN IS FOR CERTAIN OFFICERS AND KEY EMPLOYEES, PRIMARILY THOSE WHO ARE NOT ELIGIBLE TO PARTICIPATE IN THE DIGNITY HEALTH EXCESS BENEFIT PLAN OR THE 2007 EXECUTIVE DEFERRED COMPENSATION PLAN DESCRIBED ABOVE. THIS BENEFIT PROVIDES AN ANNUAL ACCRUAL OF 10% OF TOTAL COMPENSATION AND IS PAYABLE ANNUALLY ON JULY 1 ONCE VESTED, WHICH IS AGE 62 WITH 5 YEARS OF SERVICE; THE PLAN ALSO ALLOWS FOR SPECIAL AWARDS. PAYMENTS PURSUANT TO THE PLAN ARRANGEMENTS FOR TWO OFFICERS OCCURRED DURING 2017 INCLUDE L. DEAN; $2,492,734 AND R. GROSSMAN; $2,286,892. CERTAIN LISTED PERSONS PARTICIPATE IN THE DIGNITY HEALTH KEY EMPLOYEE SHARE OPTION PLAN (KEYSOP), WHICH WAS FROZEN IN MAY 2002. THE KEYSOP PROGRAM WAS ESTABLISHED IN 2001 WITH THE PURPOSE OF PROVIDING INCOME DEFERRAL OPPORTUNITIES TO EMPLOYEES ELIGIBLE FOR THE COMPANY'S KEY EMPLOYEE RETENTION PROGRAM. A PAYMENT RELATED TO THIS PLAN OCCURRED IN 2017 TO ONE OFFICER, R. GROSSMAN; $132,634. CERTAIN LISTED PERSONS PARTICIPATE IN THE DIGNITY HEALTH SUPPLEMENTAL EXECUTIVE RETENTION/RETIREMENT PLAN, A NONQUALIFIED SUPPLEMENTAL BENEFIT PLAN WHICH IN 2002 WAS OFFERED TO MEMBERS OF THE EXECUTIVE MANAGEMENT TEAM BY THE DIGNITY HEALTH BOARD OF DIRECTORS AND WOULD BE PAID ONLY IF THE EXECUTIVES STAYED WITH THE ORGANIZATION FOR A SPECIFIED NUMBER OF YEARS AS THE PRIMARY PURPOSE OF THIS PLAN IS TO PROVIDE FOR THE RETENTION AND RETIREMENT OF THE PARTICIPANTS. THE EXECUTIVE MANAGEMENT TEAM IS RECRUITED FROM STABLE CAREERS IN ORGANIZATIONS FROM ACROSS THE COUNTRY AND FROM VARIOUS INDUSTRIES. DUTIES ARE BOTH EXTENSIVE AND COMPLEX AND REQUIRE SUBSTANTIAL AND DIVERSE EXPERIENCE AND SKILL SETS TO EXECUTE SUCCESSFULLY. THE CALCULATION FOR THE PAYMENTS TO EACH EXECUTIVE IS BASED ON THE VALUE OF A FINAL AVERAGE PAY ANNUITY BENEFIT BASED ON RETIREMENT AGE AND SERVICE YEARS TO THE ORGANIZATION. DISTRIBUTION OCCURS EACH JULY 1 IF THE PLAN FORMULA WARRANTS A PAYMENT. NO PAYMENTS RELATED TO THIS PLAN OCCURED IN 2017. COMPENSATION AMOUNTS FOR THE SUPPLEMENTAL NONQUALIFIED RETIREMENT PLANS DISCUSSED ABOVE ARE REPORTED AS DEFERRED COMPENSATION IN THE YEAR ACCRUED (SCHEDULE J, PART II, COLUMN C) AND ARE REFLECTED AGAIN AS REPORTABLE COMPENSATION IN THE YEAR PAID (SCHEDULE J, PART II, COLUMN B(III)). Part II - additional information DIGNITY HEALTH'S EXECUTIVE COMPENSATION PHILOSOPHY IS DESIGNED TO ASSIST DIGNITY HEALTH IN ATTRACTING AND RETAINING THE CALIBER OF EXECUTIVES REQUIRED TO ENABLE DIGNITY HEALTH TO FULFILL ITS MISSION OF PROVIDING HIGH QUALITY HEALTHCARE FOR ALL PERSONS REGARDLESS OF THEIR ABILITY TO PAY FOR SERVICES, IMPROVING THE QUALITY OF LIFE IN THE COMMUNITIES DIGNITY HEALTH SERVES, PROMOTING PATIENT AND EMPLOYEE SATISFACTION, AND ENSURING FINANCIAL STABILITY. A SUBSTANTIAL PORTION OF EXECUTIVE COMPENSATION IS PERFORMANCE BASED AND IS LINKED TO ORGANIZATIONAL GOALS APPROVED IN ADVANCE BY THE HUMAN RESOURCES AND COMPENSATION COMMITTEE. THESE GOALS INCLUDE ATTAINMENT OF ANNUAL AND LONG-TERM FINANCIAL PERFORMANCE, CERTAIN HEALTHCARE QUALITY STANDARDS AND DIGNITY HEALTH'S COMMITMENT TO SERVING THE POOR AND DISENFRANCHISED IN THE COMMUNITIES IT SERVES. TOTAL COMPENSATION, WHICH INCLUDES BASE SALARY, ANNUAL AND LONG-TERM INCENTIVE COMPENSATION, IS ESTABLISHED TO APPROXIMATE THE PREVAILING MARKET CONDITIONS FOR EXECUTIVES OF COMPANIES OF SIMILAR SIZE, REVENUES AND COMPLEXITY. PAYMENTS PURSUANT TO A LONG-TERM FINANCIAL PERFORMANCE GOAL WERE PAID IN CALENDAR YEAR 2017. FORM 990, PART V AND VI FORM 990, PART V, LINE 2A THE ORGANIZATION DOES NOT HAVE EMPLOYEES. THE ORGANIZATION OPERATES AS THE ADMINISTRATION COMPANY OF THE PROFESSIONAL AND GENERAL LIABILITY SELF-INSURANCE PROGRAM FOR THE SUPPORTED ORGANIZATION, DIGNITY HEALTH, AND ITS RELATED ENTITIES. FORM 990, PART VI, SECTION A, LINE 2 R. GROSSMAN AND D. MORISSETTE - BUSINESS RELATIONSHIP FORM 990, PART VI, SECTION A, LINE 7A and 7B DIGNITY HEALTH, THE TRUSTOR OF THE ORGANIZATION, HAS THE POWER TO APPOINT AND REMOVE THE INSTITUTIONAL TRUSTEE BY DELIVERY TO THE INSTITUTIONAL TRUSTEE OF WRITTEN NOTICE TO THAT EFFECT. THE INSTITUTIONAL TRUSTEE, AND ANY SUCCESSOR TRUSTEE, MAY RESIGN AS TRUSTEE UPON WRITTEN NOTICE TO THAT EFFECT DELIVERED TO THE TRUSTOR. SUCH REMOVAL OR RESIGNATION SHALL BECOME EFFECTIVE 60 DAYS FROM THE DATE OF THE DELIVERY OF SUCH WRITTEN NOTICE, UNLESS AN EARLIER OR LATER DATE IS AGREED UPON BY TRUSTOR AND THE TRUSTEE. FORM 990, PART VI, SECTION B, LINE 11B THE SUPPORTED ORGANIZATION'S SVP FINANCE & CORPORATE CONTROLLER REVIEWED THE FORM 990. IN ADDITION, THE SUPPORTED ORGANIZATION'S VP OF FINANCIAL SERVICES AND REPORTING WORKED CLOSELY WITH AN INDEPENDENT, OUTSIDE ACCOUNTING FIRM ENGAGED TO REVIEW THE FORM 990. THE FINAL VERSION OF THE FORM 990 WAS NOT PROVIDED TO THE INSTITUTIONAL TRUSTEE BEFORE THE RETURN WAS FILED. FORM 990, PART VI, SECTION B, LINE 12C THE ORGANIZATION HAS ADOPTED DIGNITY HEALTH'S CONFLICTS OF INTEREST POLICIES (THE "COI POLICIES"). UNDER SUCH POLICIES, THE EVP/GENERAL COUNSEL IS DESIGNATED AS THE ORGANIZATION'S FILING OFFICER AND RESPONSIBLE FOR COLLECTING, REVIEWING AND VALIDATING ANNUAL DISCLOSURES OF ALL COVERED PERSONS INCLUDING THE MEMBERS OF DIGNITY HEALTH'S GOVERNING BODIES INCLUDING ITS BOARD OF DIRECTORS AND BOARD COMMITTEES, AS WELL AS DIGNITY HEALTH'S OFFICERS AND EXECUTIVE LEADERS, KEY EMPLOYEES, MANAGEMENT PERSONNEL AT THE VICE PRESIDENT LEVEL AND ABOVE, AND ANY OTHER PERSONNEL DESIGNATED BY THE FILING OFFICER ("COVERED PERSONS"). ALL COVERED PERSONS ARE REQUIRED TO DISCLOSE ACTUAL OR POTENTIAL CONFLICTS ARISING FROM THE BUSINESS, OWNERSHIP, FINANCIAL AND PERSONAL INTERESTS HELD BY SUCH COVERED PERSONS OR THEIR FAMILY MEMBERS. COVERED PERSONS ARE REQUIRED TO DISCLOSE TO THEIR SUPERVISORS AND TO RELEVANT DECISION MAKERS ANY INTEREST THAT MAY PRESENT A CONFLICT OF INTEREST, OR THE APPEARANCE OF A CONFLICT OF INTEREST. SUCH DISCLOSURE IS REQUIRED ON A TRANSACTIONAL BASIS AT THE TIME SUCH CONFLICTS ARISE, WHEN AN INDIVIDUAL BECOMES A COVERED PERSON (E.G. UPON HIRING OR UPON PROMOTION), AND ANNUALLY THEREAFTER. AS PART OF THE ANNUAL DISCLOSURE SURVEY CONDUCTED PURSUANT TO THE COI POLICIES, EACH COVERED PERSON IS REQUIRED TO CERTIFY THAT HE/SHE: (1) HAS RECEIVED A COPY OF THE COI POLICY OR COI POLICIES APPLICABLE TO HIS/HER POSITION; (2) HAS READ THE COI POLICY AND UNDERSTANDS SAID POLICY; AND (3) AGREES TO COMPLY WITH ALL REQUIREMENTS OF THE COI POLICIES, INCLUDING COMPLETING THE CONFLICTS OF INTEREST DISCLOSURE SURVEY AS REQUIRED BY THE COI POLICIES. USING THE INFORMATION FROM THE ANNUAL DISCLOSURE SURVEY, THE FILING OFFICER PREPARES ANNUAL REPORTS OF REPORTED CONFLICTS OF INTEREST AND DISTRIBUTES THOSE REPORTS TO THE GOVERNING BODY CHAIRS, INCLUDING THE CHAIR OF THE BOARD OF DIRECTORS AND THE CHAIR OF DIGNITY HEALTH BOARD COMMITTEES, AS WELL AS TO KEY LEADERS OF THE ORGANIZATION TO ENABLE THE RESPONSIBLE INDIVIDUALS TO MONITOR AND MANAGE DISCLOSED CONFLICTS OF INTEREST AND ASSURE DECISIONS ARE MADE IN THE ORGANIZATION'S BEST INTERESTS. THE PROCEDURES FOR ADDRESSING A CONFLICT OF INTEREST RELATED TO A PROPOSED TRANSACTION IN THE CASE OF GOVERNING BODIES INCLUDE, BUT ARE NOT LIMITED TO: (1) THE ACTUAL OR POTENTIAL CONFLICT OF INTEREST IS FULLY DISCLOSED TO THE APPLICABLE GOVERNING BODY AND ANY OTHER RELEVANT DECISION-MAKERS; (2) THE INTERESTED PERSON RESPONDS TO FACTUAL QUESTIONS RELATED TO THE SUBSTANCE OF THE TRANSACTION OR ARRANGEMENT BEING CONSIDERED, AFTER WHICH HE/SHE SHALL LEAVE THE MEETING; (3) THE INTERESTED PERSON MAY BE EXCLUDED FROM THE DISCUSSION AND MUST BE EXCUSED FROM THE MEETING PRIOR TO AND DURING THE APPROVAL OF SUCH TRANSACTION; (4) IF WARRANTED, ALTERNATIVES TO THE PROPOSED TRANSACTION ARE INVESTIGATED, AND COMPETITIVE BIDS OR COMPARABLE VALUATIONS ARE OBTAINED; (5) THE TRANSACTION OR ACTION IS APPROVED BY A MAJORITY OF DISINTERESTED MEMBERS OF THE GOVERNING BODIES, CONSISTENT WITH ANY REQUIREMENTS OF BYLAWS AND COI POLICIES; AND (6) ANY CONFLICTING ISSUES ARISING DURING THE COURSE OF A GOVERNING BODY MEETING WHICH CANNOT BE RESOLVED MAY BE REFERRED TO AN INDEPENDENT COMMITTEE OF THE APPLICABLE GOVERNING BODY. THERE ARE SIMILAR CONFLICTS OF INTEREST PROVISIONS UNDER DIGNITY HEALTH'S STANDARDS OF CONDUCT, WHICH ARE APPLICABLE TO ALL EMPLOYEES AND WHICH ARE ADMINISTERED BY THE VP/CORPORATE COMPLIANCE OFFICER WHO HAS REPORTING RESPONSIBILITY TO THE PRESIDENT/CEO AS WELL AS TO THE AUDIT AND COMPLIANCE COMMITTEE OF THE BOARD OF DIRECTORS. FORM 990, PART VI, SECTION B, LINE 15 ALTHOUGH THE ORGANIZATION DOES NOT DIRECTLY EMPLOY ANY PERSONNEL, THE SUPPORTED ORGANIZATION'S BOARD OF DIRECTORS ANNUALLY APPOINTS A HUMAN RESOURCES AND COMPENSATION COMMITTEE, COMPRISED OF EXCLUSIVELY INDEPENDENT DIRECTORS, WHO ARE ACCOUNTABLE FOR SETTING REASONABLE COMPENSATION PACKAGES FOR EACH OFFICER AND CERTAIN KEY EXECUTIVES (INCLUDING THE PRESIDENT/CEO). THE HUMAN RESOURCES AND COMPENSATION COMMITTEE APPROVES, CONSISTENT WITH THE ORGANIZATION'S PHILOSOPHY AND PRINCIPLES, THE ANNUAL PERFORMANCE GOALS AND CRITERIA TO BE USED IN DETERMINING MERIT INCREASES AND VARIABLE COMPENSATION CRITERIA FOR OFFICERS AND KEY EMPLOYEES. THE HUMAN RESOURCES AND COMPENSATION COMMITTEE ALSO ENGAGES OUTSIDE LEGAL COUNSEL AS NECESSARY AND QUALIFIED INDEPENDENT COMPENSATION AND BENEFITS SPECIALISTS (INDEPENDENT EXPERTS) TO REVIEW, ANALYZE AND PROVIDE BENCHMARKING DATA FOR THE TOTAL COMPENSATION AND BENEFITS PACKAGES OF OFFICERS AND KEY EXECUTIVES. APPROPRIATE COMPARABLE DATA IS OBTAINED FROM THE INDEPENDENT EXPERTS, (E.G., TOTAL ECONOMIC BENEFITS PAID BY SIMILARLY SITUATED ORGANIZATIONS, BOTH TAXABLE AND TAX-EXEMPT, FOR SIMILAR JOB RESPONSIBILITIES). KEY DELIBERATIONS OF THE COMMITTEE ARE DOCUMENTED IN MEETING MINUTES WHICH ARE APPROVED AT THE NEXT COMMITTEE MEETING AND PROVIDED TO THE BOARD OF DIRECTORS. THE DOCUMENTATION OF THE DELIBERATIONS INCLUDES (A) THE TERMS OF THE TRANSACTION APPROVED AND THE DATE APPROVED; (B) THE MEMBERS OF THE COMMITTEE WHO WERE PRESENT DURING DISCUSSION OF THE APPROVED TRANSACTION AND THOSE WHO VOTED ON IT; AND (C) THE COMPARABILITY DATA OBTAINED AND RELIED UPON BY THE COMMITTEE AND HOW THE DATA WAS OBTAINED. FORM 990, PART VI, SECTION C, LINE 19 FEDERAL TAX LAWS DO NOT MANDATE THAT THE ORGANIZATION'S GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY AND FINANCIAL STATEMENTS BE MADE AVAILABLE FOR PUBLIC INSPECTION. THE ORGANIZATION IS INCLUDED IN DIGNITY HEALTH AND SUBORDINATE CORPORATIONS' CONSOLIDATED FINANCIAL STATEMENTS WHICH ARE AVAILABLE ON DIGNITY HEALTH'S WEBSITE AND UPON REQUEST. WHICH ARE AVAILABLE ON DIGNITY HEALTH'S WEBSITE AND UPON REQUEST. FORM 990 PART IX LINE 11G DESCRIPTION:ADMINISTRATIVE SERVICES TOTAL FEES:9654430 FORM 990 PART IX LINE 11G DESCRIPTION:PREPAID INSURANCE EXPENSE/FEES TOTAL FEES:1421291 FORM 990 PART IX LINE 11G DESCRIPTION:PROFESSIONAL FEES - ACTUARY TOTAL FEES:104916 DIGNITY HEALTH 185 Berry Street San Francisco CA 94107 941196203 Hospital CA 501(c)(3) 3 NA false Dignity Health Workers' Compensation Trs 185 Berry Street San Francisco CA 94107 946612446 ADMINISTRATN CA 501(c)(3) 12A Dignity Hlth false false false false false false false false false false false false true true false false false false false false NONE