Trinitas Health Foundation

“Trinitas health is the sole member of trinitas health foundation. There are class a and class b members. They have equal rights to the election and removal of trustees of the foundation.”

“Trinitas health is the sole member of trinitas health foundation. There are class a and class b members. They have equal rights to: i)the amendment of the certificate of incorporation or the bylaws of the foundation; ii) the merger or consolidation of the foundation with any other corporation; iii) voluntary dissolution or voluntary liquidation of the foundation or the sale, lease, transfer or exchange of all or substantially all of its property or assets; iv) the sale, lease, transfer, exchange, or encumbrance of any land, buildings or other immovable goods or fixed assets of the foundation or in which the foundation has or will have equitable or legal title in excess of $1,000,000 (dollar amounts in accordance with the united states conference of catholic bishops regulations); v) the incurrence of any debt (including capital leases and any refinancing indebtedness) in excess of $1,000,000 (dollar amounts in accordance with the united states conference of catholic bishops regulations); vi) the appointment or removal of the foundation's officers, and; vii) any other matter that requires the approval of the members of a nonprofit corporation.”

“A copy of the form 990 was provided to each member of the executive committee of the trinitas regional medical center board of trustees prior to its filing with the internal revenue service. The form 990 was presented in detail to the executive committee by the medical center's tax preparer. Comments, questions and/or suggestions from that meeting were incorporated into the final form 990 prior to its filing. An overview on the final version of the form 990 was presented to the full board of trustees. The executive committee approved the form 990 for filing after a final review of the return.”

“All officers, directors, key employees and personnel that engage in activities on behalf of the foundation are subject to the conflict of interest policy of the parent organization, trinitas regional medical center. As part of employment (or board service) with the medical center, each employee is required to annually disclose any interests that could give rise to a conflict, whether the services they render are to the foundation or to the medical center itself. Compliance with the policy is monitored by trinitas regional medical center through its compliance office to ensure that no material conflicts exist. To the extent that any conflicts are discovered, they are resolved expeditiously. Any board member or officer having an actual or potential conflict of interest shall not be present during the discussion of, and the vote on, the transaction or arrangement involving the conflict of interest. The chairperson of the governing board shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction. After exercising due diligence, the governing board shall determine whether the organization can obtain, with reasonable efforts, a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest. If a more advantageous transaction or arrangement is not reasonably possible under the circumstances not giving rise to a conflict of interest, the governing board shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the organization's best interest, for its own benefit, and whether the proposed transaction is fair and reasonable.”

“Certain officers of the foundation are compensated by its parent organization, trinitas regional medical center. Trinitas regional medical center's executive compensation committee of the board of trustees determines executive salary. The executive compensation committee is comprised of independent board members, and decisions regarding compensation are documented in the committee meeting minutes. An independent compensation consulting firm reviews the appropriateness of executive compensation annually. This process includes the use of a salary survey/study.”

“The organization's governing documents, conflict of interest policy, and financial statements are available at the public request and at management's discretion.”

“The trinitas health foundation operates under the whistleblower and document retention and destruction policies of its related organization, trinitas regional medical center. Compliance with both policies for all personnel engaged in activities on behalf of the foundation is mandatory.”

“Trinitas health foundation does not have any of its own employees providing services to the organization. The organization does not file its own form w-3. The employees providing services to trinitas health foundation are employed by trinitas regional medical center, the organization's affiliated entity. These employees receive a w-2 from trinitas regional medical center.”

“Change in value of split-interest agreement 6,989.”

“There has been no change in the oversight process of the audit or selection process of an independent accountant in 2013.”