2013-05-13T12:00:28-05:00 2012-06-30 470617373 CATHOLIC HEALTH INITIATIVES 198 INVERNESS DRIVE WEST ENGLEWOOD CO 80112 990 2011-07-01 841335382 CENTURA HEALTH CORPORATION CENT 3032906500 188 INVERNESS DRIVE WEST ENGLEWOOD CO 80112 DAN ENDERSON 2013-05-08 true Kimberly Steenhoek P01201968 3032989100 2011 2016-02-24 21:20:13Z GARY CAMPBELL 188 INVERNESS DRIVE WEST SUITE 500 ENGLEWOOD CO 80112 205932579 false 0928 X WWW.CENTURA.ORG X 1996 CO CENTURA HEALTH CORPORATION, A FAITH BASED ORGANIZATION, INVESTS IN CHARITY CARE, COMMUNITY PROGRAMS AND SPONSORSHIPS DESIGNED TO NURTURE THE HEALTH OF THE PEOPLE OF COLORADO. 10 9 2239 9 479 0 10000000 8973 176147841 205567147 319144 333654 0 11352 186466985 205921126 188100 143960 0 102696304 116058271 0 0 73865561 88871457 176749965 205073688 9717020 847438 185558135 171372205 90645755 66028340 94912380 105343865 X WE EXTEND THE HEALING MINISTRY OF CHRIST BY CARING FOR THOSE WHO ARE ILL AND BY NURTURING THE HEALTH OF THE PEOPLE IN OUR COMMUNITIES. false false 161773772 143960 205567147 SEE SCHEDULE O 161773772 true true false true false false false false false true false false true true false false false false false false false false false false false false true false true false false false false false false false false false false false false false false false false false false true 1101 0 true 2239 true false false false false false false false false false false X 10 9 false false false false true true true true true false false true true true true true true true true false X KYLE ENGMAN 3038048108 188 INVERNESS DRIVE WEST SUITE 500 ENGLEWOOD CO 80112 GARY CAMPBELL 40.00 X X 1437949 0 220271 MICHAEL ROWAN FACHE 1.00 X X 0 0 0 RICHARD REINER 1.00 X X 0 0 0 BLAIR TIKKER 1.00 X 0 0 0 JAMES DEAN SWINDLE CPA 1.00 X 0 0 0 JAMES MAUCK 1.00 X 0 0 0 KATHLEEN SANFORD RN DBA FACHE 1.00 X 0 0 0 MARK JOHNSON 1.00 X 0 0 0 TERRY SHAW 1.00 X 0 0 0 THOMAS LEMON 1.00 X 0 0 0 DAN ENDERSON 40.00 X 186937 0 18919 KRIS ORDELHEIDE 40.00 X 513302 0 84894 ANGELA COX 40.00 X 271787 0 39220 DANA MOORE 40.00 X 590657 0 111153 KENNETH BACON 40.00 X 522579 0 126090 KIRK DIGNUM 40.00 X 549427 0 75427 MARGARET SABIN 40.00 X 675738 0 143154 PAM NICHOLSON 40.00 X 445631 0 104550 RANDY HAFFNER 40.00 X 695185 0 164485 KYLE ENGMAN 40.00 X 284838 0 42043 RANDOLPH SAFADY 0.00 X 431953 0 38761 6605983 0 1168967 219 true true false KUTAK ROCK LLP PO BOX 30057 OMAHA NE 68103 CONSULTING 1269968 PRICEWATERHOUSE COOPERS LLP PO BOX 7247-8001 PHILADELPHIA PA 19170 CONSULTING 1028478 DELOITTE & TOUCHE LLP 1633 BROADWAY NEW YORK NY 10019 CONSULTING 578025 LINDA WELLER-FERRIS 10129 W DARTMOUTH PL UNIT 9-103 LAKEWOOD CO 80227 CONSULTING 287371 BKD LLP 910 E ST LOUIS ST 400 SPRINGFIELD MO 65806 CONSULTING 169000 6 8973 8973 MANAGEMENT FEES 541610 139285234 139285234 LABORATORY SERVICES 621500 57412332 57412332 LEASED EMPLOYEES 561300 6410849 6410849 CREDENTIALING FEES 900099 1050631 1050631 OTHER PROGRAM SERVICE REVENUE 900099 1408101 1408101 0 0 0 0 205567147 207092 479 206613 0 0 0 0 0 138015 0 11453 138015 -11453 126562 126562 0 0 0 MISCELLANEOUS 900099 11352 11352 0 0 0 0 11352 205921126 205567147 479 344527 143960 143960 0 0 0 4116046 4116046 0 90012254 75302640 14709614 4880553 3904442 976111 9659949 7727959 1931990 7389469 5911575 1477894 0 2031417 2031417 985268 985268 0 0 0 6839772 5471817 1367955 5172281 4229050 943231 22997965 18398372 4599593 17471385 13977108 3494277 0 3186849 2549479 637370 1907883 1526306 381577 0 292999 234399 58600 40762 40762 0 27350950 21880760 5470190 85900 68720 17180 DUES & SUBSCRIPTIONS 492581 394065 98516 MISCELLANEOUS EXPENSES 15445 12358 3087 0 0 0 0 205073688 161773772 43299916 0 0 29620418 22071712 1250079 1478711 0 2026337 1869962 5430218 6513937 288695838 173575575 106567105 115120263 7419502 7148865 0 0 33244476 17168755 185558135 171372205 89614490 64714340 0 1031265 1314000 90645755 66028340 X 94912380 105343865 94912380 105343865 185558135 171372205 X 847438 9584047 X false false false X X X false false false CATHOLIC HEALTH INITIATIVES - COLORADO 840405257 3 true true true 0 PORTERCARE ADVENTIST HEALTH SYSTEM 840438224 3 true true true 0 2 0 RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED false true false true 0 true 0 true 10000 true 10000 false false 20000 false Description of the activities reported on Lines 1a through 1i Schedule C, Part II-B, Line 1 1B A CONTRACT LOBBYIST POSITION WAS HELD TO ADVOCATE FOR CENTURA'S POSITIONS ON STATE AND FEDERAL HEALTHCARE LEGISLATION. LINE 1D AND 1E DURING THE COLORADO LEGISLATIVE SESSION, A CENTURA STAFF MEMBER PARTICIPATES AND CHAIRS COMMITTEES THAT RECOMMEND POLICIES RELATED TO HEALTH CARE ISSUES. HE/SHE ATTENDS MEETINGS, MAKES PHONE CALLS, SENDS EMAILS AND LETTERS TO STATE AND NATIONAL LEGISLATORS, AND EDUCATES CENTURA AND NON-CENTURA ASSOCIATIES REGARDING LEGISLATION. FOR D & E, WE DO HAVE MINIMAL EXPENSES, BUT WE DON'T TRACK THEM TO BE ABLE TO PROVIDE A DOLLAR AMOUNT. LINE 1F & 1G CENTURA HEALTH CORPORATION PAID THE FOLLOWING AMOUNTS THAT WERE ATTRIBUTED TO LOBBYING EFFORTS: $10,000 TO REES CONSULTING $10,000 FOR FLIGHT FOR LIFE 1173072 1173072 5835082 3376131 2458951 0 279038004 170199444 108838560 2649680 2649680 115120263 OTHER ASSETS 3482480 INTERCOMPANY RECEIVABLES 13686275 17168755 0 UNCLAIMED PROPERTY 1019283 CAPITAL LEASE 210504 UE CLAIMS LIABILITY 73000 INTERCOMPANY ACCOUNTS PAYABLE 11213 1314000 FIN 48 (ASC 740) FOOTNOTE PART X, LINE 2 CENTURA HEALTH CORPORATION FOLLOWS ACCOUNTING STANDARDS CODIFICATION ASC 740, WHICH PRESCRIBES CRITERIA FOR THE FINANCIAL STATEMENT RECOGNITION AND MEASUREMENT OF A TAX POSITION TAKEN OR EXPECTED TO BE TAKEN IN A TAX RETURN. ASC 740 ALSO PROVIDES GUIDANCE ON DERECOGNITION, CLASSIFICATION, INTEREST AND PENALTIES, ACCOUNTING IN INTERIM PERIODS, DISCLOSURE AND TRANSITION. MANAGEMENT ANNUALLY REVIEWS ITS TAX POSITIONS AND HAS DETERMINED THAT THERE ARE NO MATERIAL UNCERTAIN TAX POSITIONS THAT REQUIRE RECOGNITION IN THE FINANCIAL STATEMENTS. true NATIONAL STROKE ASSOCIATION 9707 E EASTER LANE SUITE B CENTENNIAL CO 80112 841452635 501(C)(3) 15031 STROKE CENTER NETWORK COLORADO PHYSICIAN HEALTH PROGRAM 899 LOGAN ST SUITE 410 DENVER CO 80203 742425019 501(C)(3) 8000 SPIRIT OF MED CAMP COLORADO CENTER FOR NURSING 5290 E YALE CIRCLE 102 DENVER CO 80222 320022295 501(C)(3) 34871 PROGRAM SUPPORT CHI COLORADO FOUNDATION 6385 CORPORATE DRIVE COLORADO SPRINGS CO 80919 840902211 501(C)(3) 52000 PROGRAM SUPPORT ROCKY MTN ADVENTIST FOUNDATION 7995 E PRENTICE AVE 204 GREENWOOD VILLAGE CO 80111 840745018 501(C)(3) 28000 PROGRAM SUPPORT 5 0 Procedures for monitoring use of grant funds Schedule I, Part I, Line 2 THE USE OF GRANT FUNDS IS MONITORED BY ENSURING THAT ONLY 501(C)(3) ORGANIZATIONS RECEIVE GRANTS. THOSE 501(C)(3) ORGANIZATIONS ARE RESPONSIBLE FOR ENSURING THAT THE GRANT FUNDS ARE USED FOR THEIR INTENDED PURPOSES. X X X X true true X X X X X false true false false false false false true false ANGELA COX 210495 0 60853 0 439 0 22863 0 16357 0 311007 0 0 0 DAN ENDERSON 161532 0 0 0 25405 0 16666 0 2253 0 205856 0 0 0 DANA MOORE 378526 0 151902 0 60229 0 83520 0 27633 0 701810 0 0 0 GARY CAMPBELL 840663 0 443507 0 153779 0 206050 0 14221 0 1658220 0 0 0 KENNETH BACON 332864 0 107794 0 81921 0 109952 0 16138 0 648669 0 0 0 KIRK DIGNUM 342694 0 160899 0 45834 0 60361 0 15066 0 624854 0 0 0 KRIS ORDELHEIDE 326592 0 131213 0 55497 0 80933 0 3961 0 598196 0 127304 0 KYLE ENGMAN 225361 0 58412 0 1065 0 27032 0 15011 0 326881 0 0 0 MARGARET SABIN 441627 0 166481 0 67630 0 130227 0 12927 0 818892 0 62260 0 PAM NICHOLSON 262101 0 119351 0 64179 0 85611 0 18939 0 550181 0 0 0 RANDOLPH SAFADY 278022 0 1451 0 152480 0 30028 0 8733 0 470714 0 130134 0 RANDY HAFFNER 441627 0 187113 0 66445 0 145406 0 19079 0 859670 0 0 0 Travel for companions Schedule J, Part I, Line 1a SENIOR VPS AND HOSPITAL CEOS ARE ELIGIBLE FOR THE FOLLOWING BENEFITS: TRAVEL FOR COMPANIONS, HEALTH OR SOCIAL CLUB DUES, AND REIMBURSEMENT UP TO $10,000 FOR PERSONAL SERVICES SUCH AS TAX, FINANCIAL, AND ESTATE PLANNING SERVICES, ALONG WITH TAX GROSS-UP PAYMENTS FOR ANY REIMBURSEMENTS INCLUDED IN TAXABLE COMPENSATION. ALL BENEFITS ARE PROVIDED PURSUANT TO A WRITTEN POLICY GOVERNING PAYMENT AND REIMBURSEMENT, SUBSTANTIATION IS REQUIRED FOR ALL EXPENSES SUBMITTED FOR REIMBURSEMENT, AND REIMBURSEMENTS ARE INCLUDED IN TAXABLE COMPENSATION WHERE APPROPRIATE. Tax indemnification and gross-up payments Schedule J, Part I, Line 1a SEE SCHEDULE J, PART I, LINE 1A - TRAVEL FOR COMPANIONS DISCLOSURE Health or social club dues or initiation fees Schedule J, Part I, Line 1a SEE SCHEDULE J, PART I, LINE 1A - TRAVEL FOR COMPANIONS DISCLOSURE Personal services Schedule J, Part I, Line 1a SEE SCHEDULE J, PART I, LINE 1A - TRAVEL FOR COMPANIONS DISCLOSURE SEVERANCE OR CHANGE-OF-CONTROL PAYMENT SCHEDULE J, PART I, LINE 4A CENTURA HEALTH PAYMENTS ARE DETERMINED BASED ON A COMBINATION OF THE INDIVIDUAL'S POSITION WITHIN THE ORGANIZATION AND YEARS OF SERVICE. SEVERANCE AGREEMENTS INCLUDE LIMITATIONS WITH RESPECT TO WORKING FOR COMPETING FACILITIES AND OTHER REQUIREMENTS THAT CAN CAUSE FORFEITURE OF THE SEVERANCE BENEFIT. IN ADDITION, THE AGREEMENTS RELEASE CENTURA FROM LITIGATION AND FUTURE CLAIMS AGAINST THE ORGANIZATION. THERE ARE NO REPORTABLE INDIVIDUALS THAT RECEIVED SEVERANCE PAYMENTS FROM CENTURA DURING THE 2011 CALENDAR YEAR. Supplemental nonqualified retirement plan Schedule J, Part I, Line 4b SENIOR EXECUTIVES (SENIOR VPS AND ABOVE) ARE PROVIDED A 10% OF SALARY ALLOWANCE TO PURCHASE INSURANCE PRODUCTS OR CONTRIBUTE INTO THE DEFERRED COMPENSATION PLAN. IN ADDITION, A PENSION RESTORATION BENEFIT IS PROVIDED WHICH CREDITS PARTICIPANTS WITH A BENEFIT THAT IS CALCULATED BASED ON THE EXCESS OF THE PARTICIPANT'S COMPENSATION OVER THE MAXIMUM ALLOWED FOR PENSION CONTRIBUTIONS. AMOUNTS DEFERRED ARE NOT REPORTED AS TAXABLE INCOME UNTIL/UNLESS A TRIGGERING EVENT OCCURS. THIS DEFERRED COMPENSATION PLAN HAS A SUBSTANTIAL RISK OF FORFEITURE PROVISION AND AN ELECTED VESTING SCHEDULE. THE FOLLOWING INDIVIDUALS WERE ELIGIBLE TO PARTICIPATE IN AND CONTRIBUTED THE FOLLOWING AMOUNTS TO THE SUPPLEMENTAL NON-QUALIFIED DEFERRED COMPENSATION PLAN: GARY CAMPBELL $183,372 MARGARET SABIN $109,999 KRIS ORDELHEIDE $53,355 DAN ENDERSON $16,666 ANGELA COX $2,635 KYLE ENGMAN $1,904 DURING THE CALENDAR YEAR 2011 THE FOLLOWING DISTRIBUTIONS WERE MADE BY CENTURA FROM THE DEFERRED COMPENSATION PLAN: RANDOLPH SAFADY $130,134 KRIS ORDELHEIDE $127,304 MARGARET SABIN $62,260 Non-fixed payments Schedule J, Part I, Line 7 PARTICIPANTS IN CENTURA HEALTH CORPORATION'S INCENTIVE COMPENSATION PLANS INCLUDE DIRECTORS AND ABOVE. PAYOUTS ARE BASED ON METRICS ESTABLISHED AND APPROVED BY CENTURA'S COMPENSATION COMMITTEE. THE METRICS INCLUDE QUANTIFIABLE MEASURES PERTAINING TO FINANCIAL PERFORMANCE, SAFETY AND QUALITY AND ASSOCIATE SATISFACTION WITH EACH METRIC WEIGHTED IN DETERMINING THE OVERALL SCORE. THE INCENTIVE COMPENSATION PAYOUT IS CALCULATED BASED ON THE CUMULATIVE SCORE FOR ALL METRICS AND THE PAYOUT IS BASED ON A COMBINATION OF THE SCORE, THE INDIVIDUAL'S BASE COMPENSATION AMOUNT AND POSITION (E.G. DIRECTOR, VICE PRESIDENT). ALL INCENTIVE COMPENSATION IS CAPPED TO ENSURE REASONABLENESS OF COMPENSATION. STATEMENT OF PROGRAM SERVICE ACCOMPLISHMENTS FORM 990, PART III, LINE 4A THROUGH A JOINT OPERATING AGREEMENT BETWEEN CATHOLIC HEALTH INITIATIVES AND ADVENTIST HEALTH SYSTEM SUNBELT, CENTURA HEALTH CORPORATION (CHC) OPERATES 12 ACUTE HOSPITAL CAMPUSES, ALONG WITH NUMEROUS PHYSICIAN PRACTICES AND CLINICS. CHC ALSO PROVIDES HOME CARE, RESIDENTIAL, ASSISTED LIVING, LONG-TERM AND HOSPICE SERVICES. CHC WAS CREATED TO ESTABLISH AN INTEGRATED HEALTH DELIVERY SYSTEM ACROSS COLORADO. THE FACILITIES OPERATED BY CHC ARE PRIMARILY SPONSORED BY ADVENTIST HEALTH SYSTEM AND CATHOLIC HEALTH INITIATIVES, BOTH OF WHICH ARE RELIGIOUS, NONPROFIT HEALTH SYSTEMS. IN ADDITION TO MANY OTHER FUNCTIONS, CHC HAS CREATED A COMMON INFORMATION TECHNOLOGY PLATFORM THAT ALLOWS GREATER EFFICIENCIES AND SHARING OF INFORMATION ACROSS CHC FACILITIES. THIS RESULTS IN AN IMPROVEMENT IN HEALTH CARE DELIVERY REGARDLESS OF WHETHER THE PATIENT IS IN A RURAL OR URBAN AREA SERVED BY CENTURA FACILITIES. CHC PROVIDES DIRECT BENEFIT TO THE COMMUNITY THROUGH VARIOUS INITIATIVES. FROM ACCESS FOR THE UNINSURED, TO SERVING AS A VOICE FOR HEALTH CARE IN THE STATE LEGISLATURE, TO COMMUNITY CLASSES AND EDUCATION, CENTURA HEALTH CORPORATION WORKS DILIGENTLY TO COORDINATE AND FACILITATE THE COMMUNITY BENEFIT ACTIVITIES OF ITS FACILITIES AND ENTITIES. WE ARE PASSIONATELY RESPONDING TO THE ONGOING NEEDS OF STRUGGLING FAMILIES TO BUILD STRONG AND HEALTHY COMMUNITIES. HERE ARE SOME EXAMPLES OF THE SERVICES WE PROVIDE: OUR ASK-A-NURSE® CALL CENTER, A FREE COMMUNITY SERVICE FOR ALL COLORADOANS WITH A DIRECT LINK TO EXPERIENCED NURSES PROVIDING HANDS-ON CARE, INCLUDING CLASS SCHEDULING AND SYMPTOM CHECKER; OUR THREE HEALTH SETS (SERVICE, EMPOWERMENT, TRANSFORMATION) IN PUEBLO, COLORADO SPRINGS AND DENVER WORKING TO INCREASE ACCESS TO SERVICES FOR THE UNINSURED AND UNDERINSURED; OUR PASTORAL NURSE PROGRAM HELPING TO MEET THE NEEDS OF OUR COMMUNITY'S HOMELESS. THROUGH A MULTITUDE OF EDUCATION PROGRAMS, PREVENTIVE CARE AND SAFETY INITIATIVES, HEALTH ADVOCACY, COUNSELING AND SUPPORT GROUPS, THE FACILITIES AND ENTITIES THAT FORM THE CENTURA HEALTH CORPORATION FAMILY ARE MORE COMMITTED THAN EVER BEFORE TO MAKING OUR WORLD A BETTER PLACE. THE COST SAVINGS REALIZED BY THIS COORDINATED COMMUNITY BENEFIT MODEL ENABLES CENTURA FACILITIES AND ENTITIES TO DEDICATE ADDITIONAL RESOURCES TO PROVIDE HIGH-QUALITY HEALTH CARE AND COMMUNITY OUTREACH SERVICES TO THE MOST VULNERABLE MEMBERS OF SOCIETY. Classes of members or stockholders Form 990, Part VI, Section A, Line 6 THE MEMBERS OF CENTURA HEALTH CORPORATION ARE CATHOLIC HEALTH INITIATIVES ("CHI"), A COLORADO NON-PROFIT CORPORATION AND ADVENTIST HEALTH SYSTEM SUNBELT HEALTHCARE CORPORATION ("AHS"), A FLORIDA NON-PROFIT CORPORATION. Members or stockholders electing members of governing body Form 990, Part VI, Section A, Line 7a PURSUANT TO SECTION 3.2 OF THE ORGANIZATION'S BYLAWS, UP TO 7 MEMBERS OF THE BOARD OF TRUSTEES MAY BE APPOINTED BY CHI, AND UP TO 7 MEMBERS MAY BE APPOINTED BY AHS. THE NUMBER OF CHI TRUSTEES MUST EQUAL THE NUMBER OF AHS TRUSTEES, AND VICE VERSA, AT ALL TIMES. Decisions requiring approval by members or stockholders Form 990, Part VI, Section A, Line 7b PURSUANT TO SECTION 2.7 OF THE ORGANIZATION'S BYLAWS, CHI AND AHS HAVE THE FOLLOWING RESERVED APPROVAL POWERS: (A) TO SELL, TRANSFER OR OTHERWISE DISPOSE OF ANY REAL ESTATE OWNED BY THE CORPORATION OR ANY MANAGED FACILITY WITH A FAIR MARKET VALUE IN EXCESS OF ONE MILLION DOLLARS ($1,000,000). (B) TO SELL, TRANSFER OR OTHERWISE DISPOSE, (COLLECTIVELY THE "TRANSFER") OTHER THAN IN THE ORDINARY COURSE OF BUSINESS, OF ANY OTHER ASSET BY THE CORPORATION OR A MANAGED FACILITY WITH A FAIR MARKET VALUE (INDIVIDUALLY OR COLLECTIVELY) AT THE TIME OF SUCH TRANSFER IN EXCESS OF ONE MILLION DOLLARS ($1,000,000). (C) TO ENTER INTO ANY PROMISSORY NOTE OR DEBT INSTRUMENT OR GUARANTY ANY INDEBTEDNESS BY OR ON BEHALF OF THE CORPORATION OR A MANAGED FACILITY IN EXCESS OF TWO HUNDRED FIFTY THOUSAND DOLLARS ($250,000) OR TO PERFORM UNDER ANY CAPITAL LEASE WITH FUTURE PAYMENTS IN EXCESS OF TWO HUNDRED FIFTY THOUSAND DOLLARS ($250,000). (D) TO ALTER, AMEND, RESTATE OR REPEAL THE ARTICLES OF INCORPORATION, BYLAWS OR MISSION STATEMENT OF THE CORPORATION OR A MANAGED FACILITY. ACTION ON THESE MATTERS MAY ALSO BE INITIATED BY ONE OR BOTH OF THE MEMBERS. (E) TO APPROVE THE ADMISSION OF A NEW SPONSOR OR OTHER AFFILIATION BY A HEALTH CARE SYSTEM OR FACILITY WITH THE CORPORATION OR A MANAGED FACILITY. (F) TO APPROVE A PLAN OF MERGER, DISSOLUTION, CONSOLIDATION OR CORPORATE REORGANIZATION INVOLVING THE CORPORATION OR A MANAGED FACILITY. (G) TO WAIVE, SETTLE OR COMPROMISE ANY LEGAL PROCEEDING, SUIT, CLAIM OR ACTION (COLLECTING A "CLAIM") AGAINST OR BROUGHT BY OR ON BEHALF OF THE CORPORATION OR A MANAGED FACILITY IF THE UNINSURED PORTION OF THE AMOUNT IN CONTROVERSY IS IN EXCESS OF TWO MILLION DOLLARS ($2,000,000); PROVIDED, HOWEVER, THE APPROVAL OF THE MEMBERS SHALL BE REQUIRED TO CONTEST, SETTLE OR COMPROMISE ANY CLAIM BROUGHT BY OR ON BEHALF OF THE FEDERAL OR STATE GOVERNMENT RELATING TO MATTERS WITHIN THE SCOPE OF THE CORPORATE COMPLIANCE PLAN OF A MANAGED FACILITY, REGARDLESS OF THE AMOUNT IN CONTROVERSY OR THE EXISTENCE OF INSURANCE COVERAGE. (H) TO ACQUIRE ANY REAL ESTATE, PERSONAL PROPERTY, MEMBERSHIP, OWNERSHIP OR INVESTMENT INTEREST FOR THE CORPORATION OR A MANAGED FACILITY OR MAKE ANY CAPITAL EXPENDITURE OTHER THAN PURSUANT TO AN ANNUAL BUDGET, OR SUBSTITUTIONS FOR CAPITAL EXPENDITURES WITHIN A CAPITAL BUDGET, WHICH EXCEED INDIVIDUALLY, OR IN THE AGGREGATE OF TWO MILLION DOLLARS ($2,000,000) IN ANY FISCAL YEAR. Review of form 990 by governing body Form 990, Part VI, Section B, Line 11b A DRAFT OF THE FORM 990 IS PROVIDED TO MANAGEMENT, INCLUDING THE CFO, FOR REVIEW. ANY QUESTIONS OR DISCREPANCIES ARE RESOLVED PRIOR TO FILING THE RETURN. A COPY WILL BE EMAILED TO THE BOARD MEMBERS PRIOR TO FILING. SUBSEQUENT TO PROVIDING THE RETURN TO THE BOARD AND CFO, THE CHI TAX DEPARTMENT FILES THE RETURN WITH THE APPROPRIATE AGENCIES, MAKING ANY NON-SUBSTANTIVE CHANGES NECESSARY TO EFFECT E-FILING. ANY SUCH CHANGES ARE NOT RE-SUBMITTED TO THE BOARD. Conflict of interest policy Form 990, Part VI, Section B, Line 12c 1.1 CONSISTENT WITH CENTURA INTEGRITY STANDARDS, IT IS POLICY THAT EACH BOARD OF TRUSTEE MEMBER, CORPORATE OFFICER, AND KEY EMPLOYEE ACT AT ALL TIMES IN A MANNER THAT IS CONSISTENT WITH CENTURA'S MISSION AND VALUES BASED SERVICE TO THE COMMUNITY AND EXERCISE CARE THAT HE OR SHE DOES NOT HAVE ANY PERSONAL INTEREST WHICH MIGHT CONFLICT WITH OR APPEAR TO CONFLICT WITH THE INTEREST OF CENTURA OR WHICH MIGHT INFLUENCE THEIR JUDGMENT OR ACTIONS IN PERFORMING THEIR DUTIES. 1.1.1 IN CONNECTION WITH AN ACTUAL OR POSSIBLE TRANSACTION OR ARRANGEMENT INVOLVING CENTURA, ANY BOARD MEMBER, CORPORATE OFFICER, OR KEY EMPLOYEE WHO HAS A DIRECT OR INDIRECT FINANCIAL INTEREST MUST DISCLOSE AND BE GIVEN THE OPPORTUNITY TO SHARE ALL MATERIAL FACTS WITH THE BOARD CONSIDERING THE PROPOSED TRANSACTION OR ARRANGEMENT. 1.1.2 BOARD MEMBERS, CORPORATE OFFICERS, AND KEY EMPLOYEES ARE ALSO REQUIRED TO DISCLOSE ANY POSSIBLE CONFLICTS ON AN ANNUAL BASIS THROUGH THE CONFLICT OF INTEREST QUESTIONNAIRE. 2. PROCEDURE FOR DISCLOSING AND REVIEWING TRANSACTION OR ARRANGEMENT CONFLICT OF INTERESTS: 2.1 BOARD MEMBERS, CORPORATE OFFICERS, AND KEY EMPLOYEES THAT HAVE A FINANCIAL INTEREST IN ANY ACTUAL OR POSSIBLE TRANSACTION INVOLVING CENTURA ARE REQUIRED TO DISCLOSE THE FINANCIAL INTEREST. 2.1.1 IN ORDER TO DETERMINE IF A CONFLICT OF INTEREST EXISTS, THE INDIVIDUAL WHO IS CONSIDERED TO HAVE A FINANCIAL INTEREST MAY MAKE A PRESENTATION AT THE BOARD OR BOARD COMMITTEE MEETING. AFTER SUCH PRESENTATION, THE INDIVIDUAL SHALL LEAVE THE MEETING FOR DISCUSSION AND A VOTE ON THE ISSUE. 2.1.2 AFTER EXERCISING DUE DILLEGENCE, THE BOARD OR BOARD COMMITTEE SHALL DETERMINE WHETHER CENTURA CAN OBTAIN A MORE ADVANTAGEOUS TRANSACTION WITH REASONABLE EFFORTS FROM ANOTHER PERSON OR ENTITY. IF A MORE ADVANTAGEOUS TRANSACTION IS NOT REASONABLY ATTAINABLE, THE BOARD OR BOARD COMMITTEE SHALL DETERMINE BY A MAJORITY VOTE OF THE DISINTERESTED MEMBERS WHETHER THE TRANSACTION IS IN CENTURA'S BEST INTEREST AND IS FAIR. 3. PROCEDURE FOR DISCLOSING AND REVIEWING OTHER CONFLICT OF INTERESTS: 3.1 BOARD MEMBERS, CORPORATE OFFICERS, AND KEY EMPLOYEES SHALL ALSO DISCLOSE IN ADVANCE TO CENTURA LEADERS ANY NON-TRANSACTIONAL ACTIONS OR RELATIONSHIPS THAT HAVE THE POTENTIAL TO CREATE A CONFLICT OF INTEREST. 3.1.1 THE BOARD OR BOARD COMMITTEE SHALL CAREFULLY REVIEW AND SCRUTINIZE ANY CONFLICT OF INTEREST. BY A MAJORITY VOTE OF THE DISINTERESTED MEMBERS, THE BOARD SHALL TAKE WHATEVER ACTION IS DEEMED APPROPRIATE WITH RESPECT TO THE BOARD MEMBER, CORPORATE OFFICER, OR KEY EMPLOYEE UNDER THE CIRCUMSTANCES, INCLUDING POSSIBLE CORRECTIVE ACTION, IN ORDER TO BEST PROTECT THE INTERESTS OF CENTURA. 3.1.2 ON AN ANNUAL BASIS, BOARD MEMBERS, CORPORATE OFFICERS, AND KEY EMPLOYEES WILL ALSO BE SENT AN EMAIL REQUESTING THEY COMPLETE THE BOARD MEMBER AND CORPORATE OFFICER CONFLICT OF INTEREST QUESTIONNAIRE BY THE SPECIFIED DUE DATE IN THE EMAIL. 3.1.3 THE CORPORATE RESPONSIBILITY DEPARTMENT SHALL NOTIFY THE CHAIRPERSON OF THE BOARD OF ANY POTENTIAL CONFLICTS AND THE CHAIRPERSON, OR DESIGNEE, SHALL PERFORM FURTHER INVESTIGATION AS HE OR SHE DEEMS APPROPRIATE. 4. RECORD OF PROCEEDINGS: 4.1 THE MINUTES OF THE BOARD AND BOARD COMMITTEE SHALL CONTAIN: 4.1.1 THE NAMES OF PERSONS WHO DISCLOSED OR OTHERWISE WERE FOUND TO HAVE A FINANCIAL INTEREST AND THE NATURE OF THE FINANCIAL INTEREST. 4.1.2 THE NAMES OF PERSONS WHO WERE PRESENT FOR DISCUSSIONS AND VOTES RELATING TO ANY FINANCIAL INTEREST, THE CONTENT OF THE DISCUSSION, INCLUDING ANY ALTERNATIVES, AND A RECORD OF THE BOARD OR BOARD COMMITTEE DECISION. 5. VIOLATIONS OF THE CONFLICTS OF INTEREST POLICY: 5.1 IF THE BOARD OR BOARD COMMITTEE HAS REASONABLE CAUSE TO BELIEVE THAT AN INDIVIDUAL HAS FAILED TO DISCLOSE EITHER AN ACTUAL OR POTENTIAL CONFLICT OF INTEREST, OR ALL MATERIAL FACTS SURROUNDING AN ACTUAL OR POSSIBLE CONFLICT, THE INDIVIDUAL WILL BE GIVEN A CHANCE TO EXPLAIN. 5.1.1 AFTER HEARING THE RESPONSE, THE BOARD WILL CONDUCT SUCH ADDITIONAL INVESTIGATION AS APPROPRIATE. IF THE BOARD DETERMINES THAT THE INDIVIDUAL HAS IN FACT FAILED TO DISCLOSE AS REQUIRED BY THE CONFLICT OF INTEREST POLICY, THE BOARD SHALL TAKE APPROPRIATE DISCIPLINARY OR CORRECTIVE ACTION. Process used to establish compensation of top management official Form 990, Part VI, Section B, Line 15a OUTSIDE CONSULTANTS ARE ENGAGED TO PROVIDE RECOMMENDATIONS TO CENTURA'S COMPENSATION COMMITTEE REGARDING THE COMPENSATION OF FACILITY CEOS AND CENTURA SENIOR EXECUTIVES. THE CONSULTANT'S RECOMMENDATIONS ARE THEN PRESENTED TO AND APPROVED BY THE COMPENSATION COMMITTEE. CENTURA'S HUMAN RESOURCES DEPARTMENT PERFORMS AN ANNUAL ANALYSIS OF THE MARKET TO DETERMINE COMPENSATION RANGES FOR THE REMAINDER OF CENTURA EXECUTIVES WHICH ARE REVIEWED AND APPROVED BY CENTURA'S SENIOR LEADERSHIP. Process used to establish compensation of other officers/key employees Form 990, Part VI, Section B, Line 15b SEE DISCLOSURE FOR FORM 990, PART VI, Q. 15A Governing documents, conflict of interest policy and financial statements available to the public Form 990, Part VI, Section C, Line 19 CENTURA HEALTH CORPORATION'S ORGANIZING AND GOVERNING DOCUMENTS ARE AVAILABLE AT THE COLORADO SECRETARY OF STATE WEBSITE. THE CONFLICT OF INTEREST POLICY AND THE FINANCIAL STATEMENTS ARE NOT PUBLICLY AVAILABLE. Other changes in net assets or fund balances Form 990, Part XI, Line 5 NET UNREALIZED GAINS (LOSSES) ON INVESTMENTS - -371610; SPONSORSHIP TRANSFERS - 10000000; A/R WRITEOFF - -44343;