2012-05-11T10:29:41-04:00 2011-06-30 CATHOLIC HEALTH INITIATIVES 198 INVERNESS DRIVE WEST ENGLEWOOD CO 80112 990 2010-07-01 841335382 Centura Health Corporation CENT 3032906500 188 Inverness Drive West Englewood CO 80112 Dan Enderson 2012-05-10 true MARK STOCKI 7208741500 2010 2016-02-24 21:20:13Z Gary Campbell 188 INVERNESS DR W SUITE 500 Englewood CO 80112 186468952 false 0928 X www.centura.org X 1996 CO Centura Health, a faith based organization, invests in charity care, community programs and sponsorships designed to nurture the health of the people of Colorado. 10 9 2078 9 273 10000000 10000000 163127259 176147841 232167 319144 0 0 173359426 186466985 228049 188100 0 0 97031220 102696304 0 0 0 66226082 73865561 163485351 176749965 9874075 9717020 165941251 185558135 81134824 90645755 84806427 94912380 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 140387896 188100 176147841 See Schedule O 140387896 true true false true false false false false false true false false false 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 1063 0 true 2078 true false false false false false false false false false false false X 10 9 false false true false true true true true true false false true true true true true true true true false CO X Kyle Engman 3038048108 188 Inverness Drive West Suite 500 Englewood CO 80112 GARY CAMPBELL 40.0 X X 1253627 0 297782 MARK JOHNSON 1.0 X JAMES MAUCK 1.0 X RICHARD REINER 1.0 X X MICHAEL ROWAN 1.0 X X KATHLEEN SANFORD 1.0 X TERRY SHAW 1.0 X JAMES SWINDLE 1.0 X BLAIR TIKKER 1.0 X Thomas Lemon 1.0 X ANITA LANE 1.0 X KYLE ENGMAN 40.0 X 265097 0 44761 KRIS ORDELHEIDE 40.0 X 454059 0 104973 RANDOLPH SAFADY 40.0 X 741431 0 208078 DANA MOORE 40.0 X 510060 0 119935 TRACY BERRY 40.0 X 322035 0 79192 KENNETH BACON 40.0 X 438241 0 137674 RANDY HAFFNER 40.0 X 628373 0 191151 MARGARET SABIN 40.0 X 603308 0 104633 John Mitchell 40.0 X 497004 0 53737 PETER MAKOWSKI 40.0 X 597173 0 90807 6310408 0 1432723 211 false true false OVAG International AG ZUERICHSTRASSE 5 LUCERNE SWITZERLAND SZ 6004 Consulting 971435 Kutak Rock LLP PO Box 30057 Omaha NE 68103 Consulting 797795 Deloitte Touche LLP 1633 Broadway New York NY 10019 Consulting 372058 BKD LLP 910 E ST Louis Street 400 Springfield MO 65801 Consulting 284207 Precyse Solutions LLC - NE 1275 Drummer Ln 200 Wayne PA 19087 Consulting 271956 19 10000000 10000000 Management Fees 541610 118741611 118741611 Laboratory Services 621500 54982346 54982346 CREDENTIALING FEES 900099 880205 880205 OTHER PROGRAM SERVICE REVENUE 900099 1543679 1543679 176147841 128258 273 127985 0 0 192853 0 1967 192853 -1967 190886 190886 0 0 0 0 186466985 176147841 273 318871 188100 188100 0 0 0 4382699 4382699 0 78648493 66424954 12223539 4272194 3417755 854439 8667333 6933867 1733466 6725585 5380468 1345117 0 1250084 1250084 111630 111630 100000 100000 0 0 7007521 5725691 1281830 0 20652256 16521805 4130451 15244389 12195511 3048878 0 2869281 2295425 573856 1583607 1266886 316721 0 288511 230809 57702 0 0 23997298 19197839 4799459 143244 114595 28649 Dues & subscriptions 453144 362515 90629 Income/sales/property taxes 150335 120268 30067 MISCELLANEOUS 14261 11408 2853 176749965 140387896 36362069 0 400 0 35790707 29620418 20781516 30910249 1842345 2026337 4399686 5430218 253078570 146511465 96545110 106567105 3752145 7419502 2829342 3584306 165941251 185558135 79813316 89614490 1321508 1031265 81134824 90645755 X 84810604 94912380 -4177 0 84806427 94912380 165941251 185558135 X 9717020 388933 X false false false X X X false false false CATHOLIC HEALTH INITIATIVE COLORADO 840405257 03 true true true 0 PORTERCARE ADVENTIST HEALTH SYSTEM 840438224 03 true true true 0 2 RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED false true false true true true 100000 true 68624 false false 168624 false Lobbying Activities Explanation Sch C, Part II-B 1b - A Contract lobbyist position was held to advocate for Centura Health Corporation's positions on state and federal legislation. 1f - Centura Health Corporation donated $100,000 to Coloradoans for Responsible Reform in the effort to defeat three ballot initiatives. 1g - During the Colorado legislative session, a staff member participates and chairs committees that recommend policies related to health care issues. He/She attends meetings, makes phone calls, sends letters and email to state and national legislators, and educates Centura and non-Centura associates regarding legislation. 1173072 1173072 5586477 3017022 2569455 239498620 143494443 96004177 6820401 6820401 106567105 0 UE CLAIMS PROPERTY 172000 UNCLAIMED PROPERTY 859265 1031265 FIN 48 Footnote (ASC 740) Sch D, Part X, Q. 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 Health Access Pueblo 301 N Main St Suite 308 Pueblo CO 81003 260418186 501(c)(3) 20000 Colorado Physician Health Program 899 Logan St Suite 410 Denver CO 80203 742425019 501(c)(3) 7000 Health SET 4200 W Conejos Place 436 Denver CO 80204 841102943 501(c)(3) 27000 Colorado Center for Nursing 5290 E Yale Circle 102 Denver CO 80222 320022295 501(c)(3) 37500 CHI Colorado Foundation 961 East Colorado Avenue Colorado Springs CO 80903 840902211 501(c)(3) 52000 Rocky Mtn Adventist Foundation 7995 E Prentice Ave 204 Greenwood Village CO 80111 840745018 501(c)(3) 32400 6 Procedures for monitoring the use of grants Sch I, Part I, Q. 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 true true false false false false false true false GARY CAMPBELL 812209 0 353163 0 88255 0 281851 0 15931 0 1551409 0 KYLE ENGMAN 216341 0 47696 0 1060 0 30516 0 14245 0 309858 0 KRIS ORDELHEIDE 332413 0 104363 0 17283 0 99520 0 5453 0 559032 0 DANA MOORE 361458 0 133180 0 15422 0 92285 0 27650 0 629995 0 KENNETH BACON 323602 0 95221 0 19418 0 120367 0 17307 0 575915 0 RANDY HAFFNER 436276 0 168857 0 23240 0 170936 0 20215 0 819524 0 MARGARET SABIN 436276 0 132526 0 34506 0 82479 0 22154 0 707941 0 John Mitchell 212717 0 39376 0 244911 0 41345 0 12392 0 550741 0 RANDOLPH SAFADY 450669 0 195319 0 95443 0 185310 0 22768 0 949509 0 58876 TRACY BERRY 230353 0 83725 0 7957 0 65655 0 13537 0 401227 0 PETER MAKOWSKI 392930 0 100660 0 103583 0 82548 0 8259 0 687980 0 41967 BENEFITS PROVIDED TO EXECUTIVES Sch J, Part I, Q. 1 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. POST-TERMINATION PAYMENTS Sch J, Part I, Q. 4a CENTURA HEALTH CORPORATION HAS A DEFINED SEVERANCE POLICY. SEVERANCE PAYMENTS ARE DETERIMINED 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. THE FOLLOWING REPORTABLE INDIVIDUALS RECEIVED SEVERANCE PAYMENTS FROM Centura DURING THE 2010 CALENDAR YEAR, AND THESE SEVERANCE PAYMENTS WERE INCLUDED IN THE INDIVIDUAL'S W-2 INCOME AND REPORTABLE COMPENSATION ON SCHEDULE J: PETER MAKOWSKI $51,002 JOHN MITCHELL $84,695 SUPPLEMENTAL NON-QUALIFIED DEFERRED COMPENSATION PLAN Sch J, Part I, Q. 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: KENNETH BACON $21,157 TRACY BERRY $10,113 GARY CAMPBELL $90,211 KYLE ENGMAN $ 2,694 RANDY HAFFNER $38,604 PETER MAKOWSKI $29,305 DANA MOORE $23,524 KRIS ORDELHEIDE $22,832 RANDALPH SAFADY $55,591 OTHER NON-FIXED BONUS PAYMENTS Sch J, Part I, Q. 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, Q. 4a 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 works diligently to coordinate and facilitate the community benefit activities of its facilities and entities. Whether its our Ask-a-Nurse call center, a free community service for all Coloradans 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, or our Pastoral Nurse Program helping to meet the needs of our community's homeless, we are passionately responding to the ongoing needs of struggling families to build strong and healthy communities. 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 family are more committed than ever before to making our world a better place. The cost savings realized by this coordinated community benefit mode 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. Chage in Governing Documents FORM 990, Part VI, Q. 4 Centura Health Corporation amended their corporate bylaws as of February 2011. Updated bylaws are attached to the Form 990. Members or Stockholders FORM 990, Part VI, Q. 6 THE MEMBERS OF CENTURA HEALTH CORPORATION ARE CATHOLIC HEALTH INITIATIVES ("CHI"), A COLORADO NON-PROFIT CORPORATION AND ADVENTIST HEALTH SYSTEM ("AHS"), A FLORIDA NON-PROFIT CORPORATION. Electing Directors Form 990, Part VI, Q. 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 PAHS TRUSTEES, AND VICE VERSA, AT ALL TIMES. Governing Powers Form 990, Part VI, Q. 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 the threshold established from time to time by the members. The initial threshold shall be 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 the threshold established from time to time by the members. The initial threshold shall be 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. Process used to review Form 990 Form 990, Part VI, Q. 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. PROCEDURES FOR MONITORING AND ENFORCING THE COI POLICY FORM 990, PART VI, Q. 12c 1. CONFLICT OF INTEREST POLICY 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 for Determining Compensation FORM 990, PART VI, Q. 15a and 15b 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. PUBLIC INSPECTION OF GOVERNING DOCUMENTS FORM 990, PART VI, Q. 19 CENTURA HEALTH CORPORATION'S organizing and governing documents ARE AVAILABLE AT THE COLORADO SOS WEBSITE. The conflict of interest policy and the financial statements are NOT PUBLICLY AVAILABLE. Other Changes in Net Assets Form 990, Part XI, Q. 5 UNREALIZED GAIN $384,756 RESTRICTED BALANCE - WRITTEN OFF $4,177 -------- TOTAL $388,933