Susquehanna Health Foundation

“All the foundation Board members serve on the board of a related taxable organization.”

“UPMC Susquehanna is the sole member of the governing body.”

“UPMC Susquehanna may elect or remove one or more board members to the governing body.”

“UPMC Susquehanna, the sole member, shall have exclusive authority to exercise the powers: To appoint and remove the President of the Corporation. To elect and remove, with or without cause, a Director of the Corporation. To determine or change the mission and to monitor and maintain the philosophy, goals and purposes for which the Corporation was formed and exists. To adopt, amend or repeal the Articles of Incorporation. To establish requirements for the approval of new capital debt, any increment to any existing capital debt, and/or any change in capital debt obligations of the Corporation. To establish requirements for the approval of the acquisition, purchase, sale, leasing outside the ordinary course of business, transfer outside the ordinary course of business or encumbrance outside the ordinary course of business of land or buildings and the construction or demolition of buildings owned by the Corporation. To require a certified audit of corporate funds at any time. To approve any guaranty of the indebtedness of any person, the granting of any security interest in or the creation of any encumbrance on any asset of the Corporation outside of the ordinary course of business, or any transfer of any asset of the Corporation outside the ordinary course of business, except transfers between or among affiliated corporations. To approve any merger, consolidation, organization, reorganization, joint venture or other modification of corporate structure or affiliations affecting the autonomy, governance, or operations of the Corporation. To dissolve or terminate the existence of the Corporation and determine the distribution of assets upon such termination or dissolution, as provided in these bylaws. To appoint annually the external fiscal auditor of the Corporation. To approve the nominees for elected officers of the Board of Directors of the Corporation, and to return the list of approved nominees to the Board of Directors for election. To remove any elected officer of the Corporation. To approve the annual capital and operating budget of the Corporation.”

“A high-level overview of Forms 990 is presented to the parent Board of Directors (UPMC Susquehanna) before filing and complete drafts of all returns are made available to all Board members through the CEO's and CFO's office.”

“All members of the Board of Directors are required to submit a statement annually disclosing any conflict of interest that may arise. Requests for the annual form are distributed individually to each Board Member by the Office of the President and CEO. The CEO's executive assistant ensures that she receives a completed form from every Board Member. All Board Members agree to abstain when any issue involving the parties with conflicting interest is called to motion.”

“The Board of Directors, through the Executive Compensation Committee, retains an independent outside consultant to provide guidance with respect to the annual establishment of the rebuttable presumption or reasonableness relative to executive compensation and benefits. The consultant annually provides detailed market information from its annual Executive Compensation Survey for Health Systems. In addition, other regional survey data is provided in order to supply the health system with a "national" picture of compensation. With this process established, the Executive Compensation Committee takes the proper steps to educate the Board of Directors to understand all of the above-mentioned oversight and to appropriately prepare them for community or media inquiry. In addition, the Board is made aware of the Form 990 and its role in the communication of information to the public.”

“The organization makes its governing documents, conflict of interest policy, and financial statements available to members of the public who request them.”

“UPMC, the sole member of UPMC Susquehanna, has assumed the responsibility for oversight of the audited financial statements at a system level for FY 2017.”