Banner Alzheimer'S Foundation

“The banner alzheimer's foundation (baf) board of directors is primarily a fundraising board without fiscal oversight. The banner health board of directors has the broader authority over banner alzheimer's foundation as described in the narrative for part vi, lines 7a/b. In many, if not all, situations, the baf board delegates authority directly to the banner health ceo.”

“Steve hilton and mark sklar have a business relationship. Jerre stead and jay stead have a family relationship.”

“The sole voting member of the corporation is banner health, an arizona nonprofit corporation, exempt from tax as an entity described under section 501(c)(3) of the internal revenue code.”

“A. Affirmative consent and approval of the member shall be required for any of the following actions: (i) adoption of a plan of liquidation or dissolution of the corporation (ii) merger, consolidation, sale, lease, mortgage, pledge, transfer or disposal of all or substantially all of the assets of the corporation. (iii) repeal, modification, alteration, amendment, in whole or in part, or addition to the articles of incorporation or bylaws of the corporation or adoption of new articles of incorporation or new bylaws. (iv) appointment and removal of directors as set forth herein. (v) appointment and removal of certain officers as set forth herein. (vi) those issues or matters upon which the member is granted voting rights as set forth in the corporation's articles of incorporation, these bylaws, or the arizona nonprofit corporation act. B. Either the member of the board of directors of the corporation may propose any plans, activities, amendments or revisions designed to facilitate or carry out any of the foregoing acts or activities. When it is the member proposing any such acts or activities, notice of any such plans, activities, amendments or revisions shall be given to the board of directors by the member not less than 14 days prior to the act or activity being approved by the member. C. The foregoing rights of approval of the member of the corporation shall be in addition to, not in limitation of, any rights granted by the laws of the state of arizona to members entitled to vote upon the matter of disposition of corporate assets, plans of merger or dissolution, or other such acts. Powers of the member - the voting member shall: a. Appoint or remove the president and evaluate the performance of the president. B. Appoint all members of the board of directors of the corporation, giving due consideration to persons nominated by the corporation. C. Appoint the initial members of the arizona development committee and the gift committee. D. Review and approve mission statements and strategic plans. E. Approve the establishment of all new corporate or partnership entities created or joined by the corporation. F. Review and approve operating and capital budgets of the corporation. G. Approve all unbudgeted expenditures over thresholds and signature authority as established by policy of the member. H. Approve the sale of any asset over thresholds and signature authority as established by policy of the voting member. I. Approve major contracts of a nature and size as determined by policy and signature authority of the voting member. J. Approve all debt of the corporation of types and limits over thresholds and signature authority as established by the policy of the voting member.”

“The 990 is reviewed by the banner health tax department, internal audit department, legal department and at least one officer of the filing organization prior to the filing of the returns. In addition, a meeting is held with the tax preparer and a line-by-line review is done prior to the filing of the return.”

“The banner health internal audit department's senior director routinely sends inquiries to the appropriate people. Any disclosures that are made are reviewed with the banner health audit committee. The banner health legal, compliance and human resource departments are consulted as needed. The internal audit department reviews and communicates any actions required to the employee and their supervisor as necessary. Pursuant to banner's conflict of interest policy, all board members, officers and the director of audit services must disclose the existence of any financial interest that may give rise to a conflict of interest.”

“The compensation of the ceo and other officers of banner alzheimer's foundation is established by banner health and is subject to oversight by the banner health board of directors' compensation committee in the same manner as such oversight is exercised over other vice presidents and higher executives of banner health. The compensation is within ranges set by the banner health compensation and benefits department based on market data. Banner health's process to determine compensation of banner alzheimer's foundation is as follows: banner health utilizes a compensation committee comprised of independent directors that exercises oversight over all aspects of the compensation paid to or for the benefit of the ceo and all other senior executives of banner health and any of its affiliates, including the banner alzheimer's foundation officers, and all other persons who constitute "disqualified persons" with respect to banner health under code section 4958. The committee: - assesses annually the performance of the president and ceo - exercises oversight over all aspects of compensation for the president and ceo - reviews and determines the executive total compensation philosophy of banner health - establishes the permissible ranges of compensation for senior executives and disqualified persons, including the banner alzheimer's foundation officers - reviews and approves the design of the components of compensation for senior executives and any other disqualified persons and monitors compliance of banner health with the philosophy and design components of executive compensation - receives the president and ceo's report concerning the overall performance and development assessment of the senior executives, including banner alzheimer's foundation officers - acts for the board in the engagement and direct oversight of external independent compensation consultants engaged to provide advice and information with respect to the reasonableness and competitiveness of the compensation paid to the president and ceo, senior executives and any other disqualified persons, including banner alzheimer's foundation officers, which consultant reports directly to the committee and performs such other duties and delegated responsibilities as the board may assign to the committee from time to time. In addition, the committee has adopted the following best practices with respect to its executive compensation oversight function: - reviews the report of the vice president regarding total compensation - reviews all incentive plans, benefit plans and programs that apply to employees and physicians - approves the president and ceo's recommendations as to the compensation of senior executives, including banner alzheimer's foundation officers - uses tally sheets summarizing all components of the ceo's and senior executives' compensation, including banner alzheimer's foundation officers, including a three-year earnings history and the cost of all compensation (including specifically deferred compensation) at the time that any action is taken with respect to the ceo's or senior executives' compensation in order to ensure that the committee is fully informed of the complete compensation package before taking any such action - reviews the annual form 990 disclosures relating to executive compensation to ensure the disclosures accurately reconcile to the compensation packages approved by the committee. The compensation committee may retain external independent compensation consultants to the extent the committee deems necessary or appropriate to carry out its responsibilities. If so engaged, the committee has responsibility for approving the fees and the terms of engagement for the consultants, as well as termination of such engagement. Typically, the committee has engaged a consultant annually to review and opine as to the reasonableness of the president and ceo's compensation package and has engaged a consultant approximately once every three years to review and opine”

“The organization's audited financial statements and tax returns are available upon request. Copies are maintained at each administrative office and in the legal and tax departments of banner health. The organization's governing documents are not required to be made available to the public, and, therefore, they are not made public.”

“Banner health foundation still employs hazel richards as vice president of development. The position is no longer considered that of an officer, therefore, she has been marked a former officer in accordance with the form 990 instructions.”