| FORM 990, PART VI, SECTION A, LINE 1 |
PURSUANT TO SECTION 8.6 OF THE BYLAWS OF CATHOLIC HEALTH INITIATIVES - IOWA CORP, THE EXECUTIVE COMMITTEE IS COMPOSED OF THE BOARD CHAIR, THE BOARD VICE CHAIR, THE PRESIDENT AND CEO, EACH OF WHOM SHALL SERVE AS AN EX OFFICIO VOTING MEMBER OF THE EXECUTIVE COMMITTEE, AND TWO VOTING MEMBERS APPOINTED BY THE BOARD OF DIRECTORS. EACH INDIVIDUAL APPOINTED TO THE EXECUTIVE COMMITTEE SHALL SERVE FOR A TERM OF ONE YEAR OR UNTIL HIS OR HER SUCCESSOR IS DULY APPOINTED BY THE BOARD OF DIRECTORS. THE EXECUTIVE COMMITTEE SHALL CONSIST OF ONLY DIRECTORS OF THE CORPORATION. PURSUANT TO SECTION 8.1 OF THE CORPORATION'S BYLAWS, COMMITTEES, SUCH AS THE EXECUTIVE COMMITTEE, THAT ARE GRANTED THE AUTHORITY TO ACT ON BEHALF OF THE BOARD OF DIRECTORS MAY INCLUDE ONLY DIRECTORS OF THE CORPORATION. FURTHER, PURSUANT TO SECTION 8.6 OF THE CORPORATION'S BYLAWS, THE EXECUTIVE COMMITTEE HAS AND MAY EXERCISE SUCH POWERS AS MAY BE DELEGATED TO IT BY THE BOARD OF DIRECTORS. THE EXECUTIVE COMMITTEE ALSO POSSESSES THE POWER TO TRANSACT ROUTINE BUSINESS OF THE CORPORATION IN THE INTERIM PERIOD BETWEEN REGULARLY SCHEDULED MEETINGS OF THE BOARD OF DIRECTORS. |
| FORM 990, PART VI, SECTION A, LINE 6 |
ACCORDING TO THE BYLAWS OF CATHOLIC HEALTH INITIATIVES - IOWA CORP THE ENTITY'S SOLE MEMBER IS COMMONSPIRIT HEALTH, A COLORADO NONPROFIT ORGANIZATION. |
| FORM 990, PART VI, SECTION A, LINE 7A |
COMMONSPIRIT HEALTH HAS THE POWER TO APPOINT, REMOVE, OR REPLACE THE MEMBERS OF THE BOARD OF DIRECTORS. (CHCF RESERVED RIGHTS) EXCEPT AS OTHERWISE PROVIDED IN THE CORPORATION'S ARTICLES OF INCORPORATION OR THE LAWS OF THE STATE OF ORGANIZATION, CATHOLIC HEALTH CARE FEDERATION ("CHCF") SHALL HAVE SUCH RIGHTS AS ARE RESERVED TO THE CORPORATE MEMBER, ACTING IN ITS CAPACITY AS THE MEMBERSHIP BODY OF CHCF, UNDER THE GOVERNANCE MATRIX. |
| FORM 990, PART VI, SECTION A, LINE 7B |
"THE ORGANIZATION'S CORPORATE MEMBER IS COMMONSPIRIT HEALTH. PURSUANT TO SECTION 5.4 OF THE ORGANIZATION'S BYLAWS, THE CORPORATE MEMBER SHALL HAVE THE SPECIFIC RIGHTS SET FORTH IN THE GOVERNANCE MATRIX. PURSUANT TO THE GOVERNANCE MATRIX THE FOLLOWING RIGHTS ARE RESERVED TO THE COMMONSPIRIT HEALTH BOARD DIRECTLY OR THROUGH POWERS DELEGATED TO THE COMMONSPIRIT HEALTH CHIEF EXECUTIVE OFFICER: *SUBSTANTIAL CHANGE IN THE MISSION OR PHILOSOPHY OF THE CATHOLIC HEALTH INITIATIVES - IOWA CORP *AMENDMENT OF THE CORPORATE DOCUMENTS OF THE CATHOLIC HEALTH INITIATIVES - IOWA CORP *APPROVE MEMBERS OF THE CATHOLIC HEALTH INITIATIVES - IOWA CORP BOARD *REMOVAL OF A MEMBER OF THE GOVERNING BODY OF THE CATHOLIC HEALTH INITIATIVES - IOWA CORP *APPROVAL OF ISSUANCE OF DEBT BY CATHOLIC HEALTH INITIATIVES - IOWA CORP *APPROVAL OF PARTICIPATION OF CATHOLIC HEALTH INITIATIVES - IOWA CORP IN A JOINT VENTURE *APPROVAL OF FORMATION OF A NEW CORPORATION BY CATHOLIC HEALTH INITIATIVES - IOWA CORP *APPROVAL OF A MERGER INVOLVING THE CATHOLIC HEALTH INITIATIVES - IOWA CORP *APPROVAL OF THE SALE OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF THE CATHOLIC HEALTH INITIATIVES - IOWA CORP *TO REQUIRE THE TRANSFER OF ASSETS BY THE CATHOLIC HEALTH INITIATIVES - IOWA CORP TO COMMONSPIRIT HEALTH TO ACCOMPLISH COMMONSPIRIT HEALTH'S GOALS AND OBJECTIVES, AND TO SATISFY COMMONSPIRIT HEALTH DEBTS. *ADOPTION OF LONG RANGE AND STRATEGIC PLANS FOR CATHOLIC HEALTH INITIATIVES - IOWA CORP PURSUANT TO SECTION 5.5 OF THE ORGANIZATION'S BYLAWS, COMMONSPIRIT HEALTH MAY, IN EXERCISE OF ITS APPROVAL POWERS, GRANT OR WITHHOLD APPROVAL IN WHOLE OR IN PART, OR MAY, IN ITS COMPLETE DISCRETION, AFTER CONSULTATION WITH THE BOARD AND THE PRESIDENT AND CHIEF EXECUTIVE OFFICER OF THE ORGANIZATION, RECOMMEND SUCH OTHER OR DIFFERENT ACTIONS AS IT DEEMS APPROPRIATE." (CHCF RESERVED RIGHTS) EXCEPT AS OTHERWISE PROVIDED IN THE CORPORATION'S ARTICLES OF INCORPORATION OR THE LAWS OF THE STATE OF ORGANIZATION, CATHOLIC HEALTH CARE FEDERATION ("CHCF") SHALL HAVE SUCH RIGHTS AS ARE RESERVED TO THE CORPORATE MEMBER, ACTING IN ITS CAPACITY AS THE MEMBERSHIP BODY OF CHCF, UNDER THE GOVERNANCE MATRIX. |
| FORM 990, PART VI, SECTION B, LINE 11B |
ONCE THE RETURN IS PREPARED, THE RETURN IS REVIEWED BY THE CHIEF FINANCIAL OFFICER. SUBSEQUENT TO REVIEW BY THE CHIEF FINANCIAL OFFICER, THE TAX DEPARTMENT FILES THE RETURN WITH THE APPROPRIATE FEDERAL AND STATE AGENCIES, MAKING ANY NONSUBSTANTIVE CHANGES NECESSARY TO EFFECT E-FILING. SUBSEQUENT TO E-FILING, THE FINAL E-FILED FORM 990 IS PRESENTED TO THE BOARD AT A REGULARLY SCHEDULED BOARD MEETING. |
| FORM 990, PART VI, LINE 16B |
CATHOLIC HEALTH INITIATIVES - IOWA CORP HAS NOT FORMALLY ADOPTED A WRITTEN POLICY OR WRITTEN PROCEDURE REGARDING JOINT VENTURES. HOWEVER, COMMONSPIRIT HEALTH'S SYSTEM-WIDE JOINT VENTURE MODEL OPERATING AGREEMENT INCORPORATES CONTROLS OVER THE VENTURE SUFFICIENT TO ENSURE THAT (1) THE EXEMPT ORGANIZATION AT ALL TIMES RETAINS CONTROL OVER THE VENTURE SUFFICIENT TO ENSURE THAT THE PARTNERSHIP FURTHERS THE EXEMPT PURPOSE OF THE ORGANIZATION; (2) IN ANY PARTNERSHIP IN WHICH THE EXEMPT ORGANIZATION IS A PARTNER, ACHIEVEMENT OF THE EXEMPT PURPOSES IS PRIORITIZED OVER MAXIMIZATION OF PROFITS FOR THE PARTNERS; (3) THE PARTNERSHIP DOES NOT ENGAGE IN ANY ACTIVITIES THAT WOULD JEOPARDIZE THE EXEMPT ORGANIZATION'S EXEMPTION; AND (4) RETURNS OF CAPITAL, ALLOCATIONS, AND DISTRIBUTIONS MUST BE MADE IN PROPORTION TO THE PARTNERS' RESPECTIVE OWNERSHIP INTERESTS. ANY JOINT VENTURE AGREEMENTS THAT DO NOT CONFORM TO THE MODEL AGREEMENT ARE GENERALLY REVIEWED BY COUNSEL. |
| FORM 990, PART VI, SECTION B, LINE 12C |
THE ORGANIZATION HAS A CONFLICTS OF INTEREST ("COI") POLICY (THE "POLICY") IN PLACE TO PROTECT THE INTERESTS OF COMMONSPIRIT HEALTH ("COMMONSPIRIT") IN CIRCUMSTANCES THAT MAY RESULT IN A CONFLICT BETWEEN PERSONAL INTERESTS OF A PERSON AND THE INTERESTS OF THE ORGANIZATION AND THOSE IT SERVES. THE POLICY WAS LAST UPDATED DURING THE TAX YEAR ENDED 6/30/2021. COMMONSPIRIT'S COI POLICY APPLIES TO COMMONSPIRIT, ITS DIRECT AFFILIATES AND SUBSIDIARIES AND ANY RELATED ENTITY THE GOVERNING DOCUMENTS OF WHICH REQUIRE THE ENTITY TO COMPLY WITH COMMONSPIRIT POLICY (COLLECTIVELY THE "SYSTEM ENTITIES"). THE FOLLOWING PERSONS ARE REQUIRED TO DISCLOSE ACTUAL OR POTENTIAL CONFLICTS OF INTEREST AT LEAST ANNUALLY (VIA A FORMAL SYSTEM-ADMINISTERED SURVEY) IF THE PERSON'S AFFILIATION WITH COMMONSPIRIT CONTINUES: - MEMBERS OF CORPORATE AND COMMUNITY BOARDS OF SYSTEM ENTITIES - MEMBERS OF COMMITTEES OF CORPORATE AND COMMUNITY BOARDS OF SYSTEM ENTITIES - MEMBERS OF THE EXECUTIVE LEADERSHIP TEAM ("ELT") OF COMMONSPIRIT - CORPORATE OFFICERS OF SYSTEM ENTITIES - KEY EMPLOYEES AND HIGHEST COMPENSATED EMPLOYEES AS SPECIFIED BY THE INTERNAL REVENUE SERVICE FOR FORM 990 PURPOSES WHO ARE NOT OTHERWISE INCLUDED IN THE CATEGORIES ABOVE - EMPLOYEES OF SYSTEM ENTITIES AT THE VICE PRESIDENT LEVEL AND ABOVE - ALL INDIVIDUALS ENGAGED IN RESEARCH AT INSTITUTIONS OWNED OR OPERATED BY A SYSTEM ENTITY - SELECT EMPLOYEES AS DETERMINED FROM TIME TO TIME BY LEADERSHIP DISCLOSURE, REVIEW, AND MANAGEMENT OF PERCEIVED, POTENTIAL, OR ACTUAL CONFLICTS OF INTEREST ARE ACCOMPLISHED THROUGH A DEFINED COI DISCLOSURE REVIEW PROCESS. EACH PERSON IS REQUIRED TO PROMPTLY AND FULLY DISCLOSE ANY SITUATION OR CIRCUMSTANCE THAT MAY CREATE A CONFLICT OF INTEREST AS SOON AS SHE/HE BECOMES AWARE OF IT. IN ADDITION, AT THE INCEPTION OF AN INDIVIDUAL'S RELATIONSHIP WITH COMMONSPIRIT (E.G. HIRING, BOARD APPOINTMENT), AND FOR CERTAIN POSITIONS, ANNUALLY THEREAFTER, WRITTEN CONFLICT OF INTEREST DISCLOSURE FORMS MUST BE COMPLETED. A FAILURE TO DISCLOSE MAY RESULT IN DISCIPLINARY OR CORRECTIVE ACTIONS. REPORTED POTENTIAL OR ACTUAL CONFLICTS OF INTEREST ARE INITIALLY REVIEWED BY LEGAL, CORPORATE RESPONSIBILITY OR RESEARCH INTEGRITY STAFF. IF NECESSARY, A CONFLICT OF INTEREST MANAGEMENT PLAN IS DEVELOPED, WHICH PLAN SHALL BE SUBJECT TO ACCEPTANCE BY THE APPROPRIATE DIRECT MANAGER, SUPERVISOR, MEDICAL STAFF OFFICE, BOARD OR BOARD COMMITTEE (FOR BOARD, BOARD COMMITTEE, ELT OR CORPORATE OFFICER CONFLICTS), OR OTHER APPROPRIATE INDIVIDUAL OR BODY. ONCE ACCEPTED, THE CONFLICT OF INTEREST MANAGEMENT PLAN IS COMMUNICATED TO THE PERSON WITH THE ACTUAL OR POTENTIAL CONFLICT AND THE INDIVIDUAL MUST CONDUCT THEMSELVES IN CONFORMITY WITH THE PLAN. IN THE EVENT THAT A TRANSACTIONAL CONFLICT INTEREST ARISES IN CONNECTION WITH A SYSTEM ENTITY BOARD MEETING, THE CONFLICTED INDIVIDUAL MUST DISCLOSE THAT CONFLICT PRIOR TO OR AT THE BEGINNING OF THE MEETING IN WHICH THE MATTER IS TO BE CONSIDERED. THE CONFLICTED INDIVIDUAL IS EXCLUDED FROM VOTING ON THE TRANSACTION AND IS PROHIBITED FROM USING PERSONAL INFLUENCE WITH RESPECT TO THE MATTER, BUT IS NOT PROHIBITED FROM PROVIDING INPUT IF REQUESTED TO DO SO. |
| FORM 990, PART VI, SECTION B, LINE 15 |
LINE 15A: THE ORGANIZATION USES A THIRD-PARTY CONSULTANT TO SURVEY COMPENSATION TRENDS ANNUALLY AND TO RECOMMEND A COMPENSATION RANGE FOR THE CEO. THIS RECOMMENDATION IS PRESENTED TO THE BOARD FOR FINAL DETERMINATION AND APPROVAL. THE SALARIES ARE COMPARED TO INDUSTRY STANDARDS AND GUIDELINES FOR APPROPRIATENESS. THIS PROCESS WAS LAST UNDERTAKEN IN JUNE 2020 FOR CALENDAR YEAR 2021. LINE 15B: FOR OFFICERS AND KEY EMPLOYEES, CATHOLIC HEALTH INITIATIVES - IOWA CORP USES A THIRD PARTY CONSULTANT TO ANNUALLY SURVEY COMPENSATION TRENDS AND RECOMMEND COMPENSATION RANGES. THESE RECOMMENDATIONS ARE PRESENTED TO THE BOARD, WHICH MAKES THE FINAL COMPENSATION DECISIONS. THE DECISIONS ARE DOCUMENTED IN THE BOARD MINUTES. |
| FORM 990, PART VI, SECTION C, LINE 19 |
THE ORGANIZATION'S FINANCIAL STATEMENTS, CONFLICT OF INTEREST POLICY AND GOVERNING DOCUMENTS ARE AVAILABLE TO THE PUBLIC UPON REQUEST. THE ORGANIZATION'S FINANCIAL STATEMENTS ARE INCLUDED IN COMMONSPIRIT HEALTH'S CONSOLIDATED AUDITED FINANCIAL STATEMENTS THAT ARE AVAILABLE AT WWW.COMMONSPIRIT.ORG OR ARE AVAILABLE ON THE IOWA SECRETARY OF STATE'S WEBSITE. THE ORGANIZATION'S BYLAWS AND CONFLICT OF INTEREST POLICY ARE NOT PUBLICLY AVAILABLE. |
| FORM 990, PART IX, LINE 11G |
CONSULTING: PROGRAM SERVICE EXPENSES 444,599. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 444,599. CONTRACT SERVICES: PROGRAM SERVICE EXPENSES 17,769,524. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 17,769,524. CONTRACT LABOR: PROGRAM SERVICE EXPENSES 49,417,893. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 49,417,893. PURCHASED SERVICES: PROGRAM SERVICE EXPENSES 34,988,968. MANAGEMENT AND GENERAL EXPENSES 9,300,865. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 44,289,833. OTHER FEES FOR SERVICES: PROGRAM SERVICE EXPENSES 28,759,842. MANAGEMENT AND GENERAL EXPENSES 1,513,676. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 30,273,518. |
| FORM 990, PART XI, LINE 9: |
ERROR SUSPENSE BILLING AND REVENUE 49,974. |
| FORM 990, PART XI, LINE 8 |
PRIOR PERIOD ADJUSTMENT: CENTRALIZED TRANSACTIONS: TRANSFERS FOR JOURNAL ENTRIES RECORDED CENTRALLY AT COMMONSPIRIT TO STANDARDIZE CONTRACTUAL ALLOWANCE METHODOLOGY ACROSS ALL COMMONSPIRIT AFFILIATES AND SUBSIDIARIES. RECORDED CENTRALLY AT YEAR END AND TRANSFERRED TO FACILITIES IN THE FOLLOWING YEAR. |
Attach to Form 990 or 990-EZ.