2011-05-16T13:56:46-05:00 2010-06-30 CATHOLIC HEALTH INITIATIVES 198 INVERNESS DRIVE WEST ENGLEWOOD CO 80112 990 2009-07-01 841335382 Centura Health Corporation CENT 3032906500 188 Inverness Dr W Englewood CO 80112 RANDY SAFADY 2011-05-16 true CINDY LEON 7208741500 2009 2016-02-24 21:20:13Z Gary Campbell 188 INVERNESS DR W SUITE 500 Englewood CO 80112 173359426 false 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 1977 9 11 10000000 10000000 235217778 163127259 39614 232167 0 0 245257392 173359426 177470 228049 0 0 159799923 97031220 0 0 0 74759486 66226082 234736879 163485351 10520513 9874075 147680856 165941251 72989011 81134824 74691845 84806427 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 129703646 228049 163127259 See Schedule O 129703646 true true false true false false false false false true 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 true 1066 0 1977 true false false false false false false false false false false 10 9 false false false 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 Englwood CO 80112 Gary Campbell 40.0 X X 1368579 148388 Mark Johnson 1.0 X Anita Lane 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 COLLEEN BLYE 1.0 X Kyle Engman 40.0 X 272639 38050 Kris Ordelheide 40.0 X 519972 129664 Randolph Safady 40.0 X 672708 195620 Tracy Berry 40.0 X 393497 75915 James Boyle 40.0 X 718033 105128 Dana Moore 40.0 X 579714 97176 Kenneth Bacon 40.0 X 545106 0 127039 Randy Haffner 40.0 X 630556 19863 Peter Makowski 40.0 X 569422 82384 Margaret Sabin 40.0 X 542099 22137 John Sackett 40.0 X 683206 89030 Gregory Burfitt X 795600 6652 Arlen Reynolds X 440018 John Wicklund X 628176 33422 James O'Connell X 583514 37512 9942839 0 1207980 222 true true false Conifer Health Solutions 1500 S Douglas Rd Anaheim CA 92806 Collections 2620479 Outsource Group - 10078632 39867 Treasury Center Chicago IL 60694 Collections 1327267 Integrated Health Management PO Box 801060 City of Industry CA 91716 Consulting 664263 Vladimir Jones PO Box 387 Colorado Springs CO 80901 Consulting 557977 Kutak Rock LLP PO Box 30057 Omaha NE 68103 Consulting 556600 30 10000000 10000000 MANAGEMENT FEES 541610 111625771 111625771 LABORATORY SERVICES 621500 48942188 48942188 CREDENTIALING FEES 900099 911246 911246 OTHER PROGRAM SERVICE REVENUE 900099 1648054 1648054 163127259 144416 11 144405 0 0 87751 87751 87751 87751 0 0 0 0 173359426 163127259 11 232156 228049 228049 0 0 0 4555402 4555402 0 74542830 63278585 11264245 4018530 3214824 803706 7548644 6038915 1509729 6365814 5092651 1273163 1072320 857856 214464 1391764 1391764 115668 115668 0 0 0 1981653 1585323 396330 1788210 1506270 281940 19212164 15369731 3842433 12218281 9774625 2443656 0 2554309 2043447 510862 1438776 1151021 287755 0 445347 356278 89069 0 0 21855993 17484794 4371199 178425 142740 35685 Purchased Servcies 1393725 1114980 278745 Dues & subscriptions 573304 458643 114661 MISCELLANEOUS 6143 4914 1229 163485351 129703646 33781705 0 400 400 28046689 35790707 8527148 20781516 2108215 1842345 3924270 4399686 217992179 121447069 99962293 96545110 2889322 3752145 2222519 2829342 147680856 165941251 72303361 79813316 685650 1321508 72989011 81134824 X 74677197 84810604 14648 -4177 74691845 84806427 147680856 165941251 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 true false true true false true 30200 false false 30200 false 990 Sch C Supplemental Lobbying Activities Explanation 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 via website or email to state and national legislators, educates Centura and non-Centura associates regarding legislation. 1161422 1161422 5640265 2895337 2744928 197793834 118551732 79242102 13396658 13396658 96545110 0 UE CLAIMS LIABILITY 87000 UNCLAIMED PROPERTY 778320 EMPLOYEE SAVINGS PLAN SURPLUS 456188 1321508 173359426 163485351 9874075 240178 329 240507 10114582 FIN 48 Footnote (Now known as ASC 740) Form 990, 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 Health SET 4200 W Conejos Place 436 Denver CO 80204 841102943 501c3 52049 General Support Colorado Physicians Health Program 899 Logan St Suite 410 Denver CO 80203 742425019 501c3 8250 CHI Colorado Foundation 961 East Colorado Avenue Colorado Springs CO 80903 840902211 501c3 52000 Rocky Mtn Adventist Foundation 7995 E Prentice Ave 204 Greenwood Village CO 80111 840745018 501c3 28000 Colorado Center for Nursing 5290 E Yale Circle 102 Denver CO 80222 320022295 501c3 75000 5 Schedule I Part I Q2 Procedures for monitoring the use of grants 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 Kenneth Bacon 317473 0 91424 0 136209 0 64259 0 62780 0 672145 0 0 0 Tracy Berry 261703 84424 47370 30373 45542 469412 James Boyle 244213 61458 412362 29144 75984 823161 Gregory Burfitt 795600 6652 802252 Gary Campbell 816354 330754 221471 95078 53310 1516967 Kyle Engman 224342 47595 702 38050 310689 Randy Haffner 426691 115260 88605 19863 650419 Peter Makowski 412720 125327 31375 19528 62856 651806 Dana Moore 336644 143951 99119 43448 53728 676890 Kris Ordelheide 333839 101432 84701 37365 92299 649636 Arlen Reynolds 440018 440018 Margaret Sabin 426353 81528 34218 22137 564236 John Sackett 280778 89321 313107 32577 56453 772236 Randolph Safady 456847 185231 30630 109369 86251 868328 John Wicklund 17744 610432 33422 661598 James O'Connell 122741 460773 17042 20470 621026 POST-TERMINATION PAYMENTS 990 Schedule J, Part I, Q. 4A CENTURA 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 2009 CALENDAR YEAR, AND THESE SEVERANCE PAYMENTS WERE INCLUDED IN THE INDIVIDUAL'S W-2 INCOME AND REPORTABLE COMPENSATION ON SCHEDULE J: GREGORY BURFITT, $795,600; ARLEN REYNOLDS, $440,018; JOHN WICKLUND, $350,795; JAMES O'CONNELL, $185,410. SUPPLEMENTAL NON-QUALIFIED DEFERRED COMPENSATION PLAN 990 Schedule J, Part I, Q. 4B SENIOR EXECUTIVES (SENIOR VPS AND ABOVE) ARE PROVIDED A 10% OF SALARY ALLOWANCE TO PURCHASE INSURANCE PRODUCTS OR CONTRIBUTED INTO THE DEFERRED COMPENSATION PLAN. IN ADDITION, A PENSION RESTORATION BENEFIT IS PROVIDED WHICH CREDITS PARTICIPANTS WITH A BENEFIT WHICH 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 RECEIVED PAYMENT FROM THE SUPPLEMENTAL NON-QUALIFIED DEFERRED COMPENSATION PLAN: PETER MACKOWSKI, $19,365; JAMES BOYLE, $33,076; KENNETH BACON, $16,600; RANDOLPH SAFADY, $33,469; GARY CAMPBELL, $16,327; KRIS ORDELHEIDE, $13,697; DANA MOORE, $12,495; TRACY BERRY, $5,172; JAMES O'CONNELL $233; JOHN SACKETT, $14,065. Other Non-fixed Bonus Payments 990 Schedule J, Part I, Q. 7 PARTICIPANTS IN CENTURA'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. METHODS USED TO ESTABLISH CEO COMPENSATION 990 Schedule J, Part I, Q. 3 OUTSIDE CONSULTANTS ARE ENGAGED TO PROVIDE RECOMMENDATIONS TO CENTURA'S COMPENSATION COMMITTEE REGARDING THE COMPENSATION OF FACILITY CEOS. THE CONSULTANT'S RECOMMENDATIONS ARE THEN PRESENTED TO, reviewed by, AND APPROVED BY THE COMPENSATION COMMITTEE. BENEFITS PROVIDED TO EXECUTIVES 990 Schedule J, Part I, Q. 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. STATEMENT OF Program Service Accomplishments Form 990, Part III, Q4a 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. Members or Stockholders FORM 990 Part VI Line 6 THE MEMBERS OF CENTURA HEALTH CORPORATION ARE CATHOLIC HEALTH INITIATIVES AND PORTERCARE ADVENTIST HEALTH SYSTEM. Electing Directors FORM 990 Part VI 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 PAHS. THE NUMBER OF CHI TRUSTEES MUST EQUAL THE NUMBER OF PAHS TRUSTEES, AND VICE VERSA, AT ALL TIMES. Governing Powers FORM 990 Part VI Line 7b PURSUANT TO SECTION 2.7 OF THE ORGANIZATION'S BYLAWS, CHI AND PAHS 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 11A 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 MOREADVANTAGEOUS 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 ANALYSES OF THE MARKET TO DETERMINE COMPENSATION RANGES FOR THE REMAINDER OF CENTURA executives WHICH ARE REVIEWED AND APPROVED BY CENTURA'S SENIOR LEADERSHIP. IN ADDITION, CERTAIN OFFICERS AND BOARD MEMBERS, AS DETAILED IN SCHEDULE J, PART III, ARE COMEPNSATED BY ADVENTIST HEALTH SYSTEM ("AHS"), A SISTER ORGANIZATION. AHS USES THE FOLLOWING POLICY FOR SETTING EXECUTIVE COMPENSATION: Compensation and benefits provided to Adventist Health System Sunbelt Healthcare Corporation's (AHSSHC) CEO, CFO, Vice Presidents or key employees are determined pursuant to policies, procedures, and processes that are designed to ensure compliance with the intermediate sanctions laws as set forth in IRC Section 4958. AHSSHC has taken steps to ensure that processes are in place to satisfy the rebuttable presumption of reasonableness standard as set forth in Treasury Regulation 53.4958-6 with respect to its active executive-level positions. The AHSSHC Board Strategy and Compensation Committee (the Committee) serves as the governing body for all executive compensation matters. The Committee is composed of certain members of the Board of Directors (the Board) of AHSSHC. Voting members of the Committee include only individuals who serve on the Board as independent representatives of the community, who hold no employment positions with AHSSHC and who do not have relationships with any of the individuals whose compensation is under their review that impacts their best independent judgment as fiduciaries of AHSSHC. The Committee's role is to review and approve all components of the executive compensation plan of AHSSHC. As an independent governing body with respect to executive compensation, it should be noted that the Committee will often confer in executive sessions on matters of compensation policy and policy changes. In such executive sessions, no members of management of AHSSHC are present. The Committee is advised by an independent third party compensation advisor. This advisor prepares all the benchmark studies for the Committee. Compensation levels are benchmarked with a national peer group of other not-for-profit healthcare systems and hospitals of similar size and complexity to AHS and each of its affiliated entities. Availability of Governing documents, COI Policy, Financial Statements 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. Estimate of Hours Devoted to Related Organizations FORM 990 Part VII COMPENSATION REPORTED ON FORM 990, PART VII WAS PAID TO THESE INDIVIDUALS BY RELATED ORGANIZATIONS IN EXCHANGE FOR THE FULFILLMENT OF THEIR DUTIES AS FULL-TIME, 40 HOUR-PER-WEEK EMPLOYEES.