2013-11-14T18:51:46-06:00 2012-12-31 ERNST & YOUNG US LLP 178 SOUTH RIO GRANDE ST SUITE 400 SALT LAKE CITY UT 84101 990 2012-01-01 742571584 Lutheran Medical Center Professional & General Liability Self-Insured Trust % EXEMPLA C/O SHARON OWENS LUTH 3034674145 2480 W 26TH AVE Suite 200B DENVER CO 80211 ROBERT LADENBURGER 2013-11-13 8013503300 2012 2016-02-24 21:20:13Z Robert Ladenburger 861898 false X www.exempla.org X 1999 CO PROVIDE INSURANCE COVERAGE FOR MEDICAL MALPRACTICE AND GENERAL LIABILITY CLAIMS FOR EXEMPLA INC. AND ITS AFFILIATED NON-PROFIT ORGANIZATIONS. 9 5 0 5 0 0 0 0 0 134983 861898 0 0 134983 861898 0 0 0 0 0 0 0 0 0 22044 58078 22044 58078 112939 803820 14102165 14899289 576374 0 13525791 14899289 THE MISSION OF EXEMPLA, INC. IS TO FOSTER HEALING AND HEALTH FOR THE GREATER DENVER, COLORADO METROPOLITAN SERVICE AREA. THE LUTHERAN MEDICAL CENTER PROFESSIONAL & GENERAL LIABILITY SELF-INSURANCE TRUST PROVIDES INSURANCE COVERAGE FOR MEDICAL MALPRACTICE AND GENERAL LIABILITY CLAIMS FOR EXEMPLA INC. AND ITS AFFILIATED NON-PROFIT ORGANIZATIONS. false false 58078 0 0 THE LUTHERAN MEDICAL CENTER PROFESSIONAL & GENERAL LIABILITY SELF INSURANCE TRUST SERVES SOLELY AS AN INVESTMENT AND FINANCING VEHICLE FOR THE MANAGEMENT AND PAYMENT OF MEDICAL MALPRACTICE CLAIMS ON BEHALF OF EXEMPLA, INC. EXEMPLA, INC. IS A RELATED EXEMPT CORPORATION UNDER SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE. 58078 true false false false false false false false false false false false false false false false false true false false false false false false false false false false false true false false false false false false false false false false false false false true true false false false true 0 0 0 false false false false false false false false false false X 9 5 false false false false false false false true true false false true true true true true true false false false X EXEMPLA CO SHARON OWENS 3038135280 2480 W 26TH AVE 200B DENVER CO 80211 MICHAEL A SLUBOWSKI 1.0 50.0 X X 0 1513703 36584 Koger Propst 1.0 50.0 X X Felix W Cook Sr 1.0 50.0 X Sister Amy Willcott 1.0 0.0 X X MARLA J WILLIAMS 1.0 0.0 X SALLY WOOLSEY 1.0 0.0 X LYDIA JUMONVILLE 1.0 50.0 X X 0 665251 89581 RICK LOPES MD 1.0 50.0 X 0 917605 55755 STEVE COBB MD 1.0 50.0 X 0 272196 60439 BRUCE WARING MD 1.0 0.0 X 0 0 0 TODD A CONKLIN 1.0 50.0 X 0 626681 76029 ROBERT LADENBURGER 1.0 50.0 X 0 1376046 106636 Kathryn Ballinger 0.0 0.0 X 0 314537 0 0 5686019 425024 0 true true false 0 0 0 369843 369843 0 0 0 0 0 492055 492055 492055 492055 0 0 0 0 861898 861898 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 50209 50209 0 0 0 0 0 0 0 0 0 0 0 0 0 MISCELLANEOUS 7869 7869 58078 58078 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1017957 0 0 0 0 0 14102165 13881332 0 0 0 0 0 0 0 0 14102165 14899289 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 576374 0 576374 0 X 13525791 14899289 0 0 0 0 13525791 14899289 14102165 14899289 803820 569678 X false true X true false X X X false false false EXEMPLA INC 841103606 03 true 0 1 true true false false false false false true false TODD A CONKLIN 0 377511 0 236016 0 13154 0 59483 0 16546 0 702710 0 0 MICHAEL A SLUBOWSKI 0 993061 0 398970 0 121672 0 24119 0 12465 0 1550287 0 0 ROBERT LADENBURGER 0 660676 0 203467 0 511903 0 94171 0 12465 0 1482682 0 0 LYDIA JUMONVILLE 0 499288 0 152073 0 13890 0 73035 0 16546 0 754832 0 0 RICK LOPES MD 0 507612 0 96853 0 313140 0 43290 0 12465 0 973360 0 0 STEVE COBB MD 0 238645 0 24557 0 8994 0 46845 0 13594 0 332635 0 0 Kathryn Ballinger 0 0 0 0 0 314537 0 0 0 0 0 314537 0 314537 COMPENSATION OF THE ORGANIZATION'S CEO PART I, QUESTION 3 THE ORGANIZATION RELIED ON A RELATED ORGANIZATION, EXEMPLA, INC. THAT USED EACH OF THE METHODS DESCRIBED IN SCHEDULE J, PART I TO ESTABLISH COMPENSATION OF THE ORGANIZATION'S CEO. SEVERANCE AND CHANGE OF CONTROL PAYMENTS PART I, QUESTION 4A A CHANGE OF CONTROL PAYMENT WAS MADE TO KATHRYN BALLINGER IN THE AMOUNT OF $314,537 IN 2012. SISTERS OF CHARITY OF LEAVENWORTH HEALTH SYSTEM, INC. (SCLHS) PERIODICALLY INCURS SEVERANCE PAYMENTS RELATED TO FORMER EMPLOYEES. SUPPLEMENTAL NONQUALIFED DEFERRED COMPENSATION PLAN PART I, QUESTION 4B EXEMPLA HAS A 457(F) SUPPLEMENTAL NONQUALIFIED DEFERED COMPENSATION PLAN, IN WHICH CERTAIN KEY OFFICERS PARTICIPATE. FURTHER, OTHER REPORTABLE COMPENSATION SHOWN IN SCHEDULE J PART II COLUMN (B) (III) CONTAINS AN ANNUAL REPORTING ADJUSTMENT FOR CERTAIN EMPLOYEES WHO PARTICIPATE IN THE SUPPLEMENTAL NONQUALIFIED RETIREMENT PLANS. SCLHS PROVIDES NONQUALIFIED RETIREMENT PLANS FOR EXECUTIVES TO COMPENSATE FOR IRS 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. ON THE ADVICE OF COUNSEL, SCLHS HAS DETERMINED THAT THESE BENEFITS SHOULD BE SUBJECT TO TAXATION AS THEY ARE EARNED AND VESTED RATHER THAN WHEN THEY ARE RECEIVED. AS A RESULT, THE TOTAL NONQUALIFIED RETIREMENT PLAN BENEFITS, WHICH WERE ACCRUED AND VESTED IN THE CURRENT YEAR, ARE NOW CONSIDERED TAXABLE AND THUS WERE TAXED TO THE PARTICIPANTS. AN AMOUNT EQUAL TO THE PARTICIPANT'S EXPECTED INCOME TAX LIABILITY WAS WITHDRAWN FROM THE PARTICIPANT'S ACCOUNT AND REMITTED TO THE IRS AS WITHHOLDING ON THE TAXABLE BENEFIT. THE AMOUNTS WITHDRAWN FROM THE PLAN FOR TAXES IN 2012 WERE: MICHAEL SLUBOWSKI-$41,506, ROBERT LADENBURGER-$195,770, and RICHARD LOPES-$57,996. INCENTIVE PLANS PART I, QUESTION 7 INCENTIVE COMPENSATION IS PAID BY EXEMPLA, INC. AND SCLHS, RELATED ORGANIZATIONS. THE MANAGEMENT INCENTIVE PLANS ARE BASED ON A COMBINATION OF MEASURES. MANAGEMENT AND SENIOR LEADERSHIP ARE ELIGIBLE FOR THE INCENTIVE COMPENSATION. PERFORMANCE CATEGORIES ARE MADE UP OF A COMBINATION OF CLINICAL QUALITY MEASURES AND OPERATING INCOME. THE OPERATING INCOME CATEGORY IS GENERALLY RELATED TO THE NET EARNINGS OF THE DIVISION IN WHICH THE INDIVIDUAL WORKS, OR IN THE CASE OF SYSTEM SERVICES SENIOR MANAGEMENT, THE NET EARNINGS OF THE COMPANY. COMPENSATION OF BOARD MEMBER SCHEDULE J, PART II SCLHS CONSISTS OF ELEVEN HOSPITALS AND THREE CLINICS (AFFILIATES) IN FOUR STATES INCLUDING EXEMPLA, INC. SCLHS AND ITS AFFILIATES ADHERE TO GOVERNANCE EXCELLENCE STANDARDS INCLUDING TRANSPARENCY AND ACCOUNTABILITY. MICHAEL A. SLUBOWSKI IS PRESIDENT & CHIEF EXECUTIVE OFFICER FOR SISTERS OF CHARITY OF LEAVENWORTH HEALTH SYSTEM (SCLHS). HE ALSO SERVES AS A MEMBER OF THE EXEMPLA, INC.'S (EXEMPLA) BOARD AND AS CHAIRMAN. THE COMPENSATION REFLECTED IS THAT OF MR. SLUBOWSKI'S POSITION AS AN SCLHS EXECUTIVE AND NOT AS A MEMBER OF EXEMPLA'S BOARD. IN KEEPING WITH SCLHS' CORE VALUE OF STEWARDSHIP, NO BOARD MEMBER SERVING ON SCLHS OR AFFILIATE BOARDS IS COMPENSATED FOR THAT SERVICE. 990 REVIEW PROCESS FORM 990, PART VI, QUESTION 11b All form 990 reporting was reviewed internally with senior management. All questions and changes proposed were addressed prior to filing. A complete copy of the final Form 990 was provided electronically to each voting member of the board of directors prior to its submission to the Internal Revenue Service. MONITORING COMPLIANCE WITH CONFLICT OF INTEREST POLICY FORM 990, PART VI, QUESTION 12C THE ORGANIZATION REGULARLY AND CONSISTENTLY MONITORS AND ENFORCES ITS CONFLICT OF INTEREST POLICY BY PROVIDING EDUCATION AND TRAINING FOR EACH OF ITS EMPLOYEES, STAFF, OFFICERS AND DIRECTORS, AS WELL AS HAVING EACH OF THE KEY EMPLOYEES, DIRECTORS, AND OFFICERS COMPLETE A CONFLICT OF INTEREST STATEMENT ON AN ANNUAL BASIS TO DISCLOSE ANY POTENTIAL CONFLICT ISSUES. THESE STATEMENTS ARE CAREFULLY REVIEWED BY THE LEGAL DEPARTMENT. WHEN A CONFLICT IS IDENTIFIED, THE LEGAL DEPARTMENT COMPILES ALL REPORTED CONFLICTS, AND EVALUATES THE DISCLOSURES FOR ACTUAL CONFLICTS. A REPORT IS PROVIDED TO ORGANIZATION'S PRESIDENT/CEO REGARDING KEY EMPLOYEES AND OFFICERS, AND TO THE CHAIR OF THE BOARD AND CHAIR OF THE GOVERNANCE COMMITTEE REGARDING BOARD MEMBERS. THOSE WITH IDENTIFIED CONFLICTS OF INTEREST MUST RECUSE THEMSELVES FROM ANY MEETING DURING THE DISCUSSION AND VOTE THEREOF. PROCESS FOR DETERMINING COMPENSATION OF CEO, OFFICERS, OR KEY EMPLOYEES FORM 990 PART VI QUESTION 15A & 15B ALL COMPENSATION IS PAID BY EXEMPLA, INC. OR SISTERS OF CHARITY OF LEAVENWORTH HEALTH SYSTEM (SCLHS), BOTH OF WHICH ARE RELATED NON-PROFIT ORGANIZATIONS. WHEN REVIEWING AND SETTING COMPENSATION FOR 'DISQUALIFIED PERSONS', EXEMPLA'S PROCESS INCLUDES: THE COMPENSATION COMMITTEE OF THE BOARD IS CHARGED WITH THE RESPONSIBILITY FOR SETTING THE OVERALL COMPENSATION PHILOSOPHY AND FOR EVALUATING THE TOTAL COMPENSATION PROGRAMS FOR DISQUALIFIED PERSONS. THE BOARD MEMBERS ARE INDEPENDENT MEMBERS AND IN THESE DISCUSSIONS THE CEO RECUSES HIMSELF FROM THE DISCUSSIONS AROUND HIS OWN COMPENSATION. THE COMMITTEE OBTAINS VALID, COMPARABLE MARKET DATA (FROM INDEPENDENTLY PUBLISHED SOURCES) FOR COMPARABLE POSITIONS AND FROM FORM 990 FILINGS. THIS COMMITTEE ENGAGES THE SERVICES OF AN INDEPENDENT EXPERT IN EXECUTIVE COMPENSATION TO REVIEW THE MARKET DATA AND PROVIDE AN OPINION AS TO THE REASONABLENESS OF THE TOTAL COMPENSATION PROGRAM. FOR THE PAST SEVERAL YEARS, THE INDEPENDENT FIRM HAS BEEN WATSON WYATT. WATSON WYATT VALIDATES THE PROCESS USED BY MANAGEMENT FOR IDENTIFYING 'DISQUALIFIED PERSONS' AND THEN CONDUCTS A COMPARABILITY STUDY/ANALYSIS OF PAY AT SIMILAR TYPES AND SIZES OF ORGANIZATIONS AND REVIEWS BASE SALARY, INCENTIVE (OR OVER-BASE PROGRAMS), BENEFITS, RETIREMENT PLANS AND PERQUISITES. WATSON WYATT REVIEWS THE FINDINGS WITH THE BOARD COMMITTEE AND MINUTES ARE PREPARED AND SHARED WITH ALL THE VOTING BOARD MEMBERS EACH YEAR THAT DOCUMENTS THE DISCUSSION AND ANY ACTIONS THAT MAY HAVE BEEN TAKEN. A COPY OF A FORMAL OPINION LETTER PREPARED BY WATSON WYATT FOLLOWING THE DISCUSSION WITH THE COMPENSATION COMMITTEE IS PROVIDED TO THE BOARD CHAIR AND SHARED WITH THE FULL BOARD. THIS PROCESS IS UNDERTAKEN EACH YEAR. SCLHS EMPLOYS THE EXECUTIVE TEAM AT EACH OF ITS HOSPITAL AFFILIATES, INCLUDING EXEMPLA. AS PART OF ITS ANNUAL REVIEW PROCESS, SCLHS USES THE FOLLOWING IN ESTABLISHING THE COMPENSATION OF THOSE IN THESE POSITIONS: 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 ABOVE SUPPORT THE COMPENSATION COMMITTEE'S EFFORTS TO ENSURE THAT THE LEVEL OF COMPENSATION PROVIDED TO ITS EXECUTIVES (OFFICERS, KEY EMPLOYEES, ETC.) IS CONSISTENT WITH MARKET VALUE AND THE PAY PHILOSOPHY SET BY THE BOARD. THE PAY PHILOSOPHY SET BY THE BOARD IS TO PAY AT THE MIDDLE OF THE MARKET FOR EXECUTIVES OF SIMILAR SIZED ORGANIZATIONS OVERALL. SCLHS' EXECUTIVE COMPENSATION IS COMPARABLE TO THAT PROVIDED IN SIMILAR, NOT-FOR-PROFIT HEALTHCARE SYSTEMS AND HOSPITALS. AVAIL OF GOV DOCS, CONFLICT OF INTEREST POLICY, & FIN STMTS TO GEN PUBLIC FORM 990, PART VI, QUESTION 19 GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, FINANCIAL STATEMENTS, AND RELATED DOCUMENTATION ARE PROVIDED UPON REQUEST AS DEEMED APPROPRIATE. 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