St. Patrick Hospital Foundation

“Providence Health & Services - MT is the Corporate Member.”

“The powers of the Corporate Member include the provision to fix the number of Directors of this Foundation, approve a slate of Directors of this Foundation and to remove such Directors at any time with or without cause.”

“The following powers are reserved to the Corporate Member: A) To adopt or change the mission, philosophy and values or fundamental corporate policies related thereto of this Foundation or any corporation of which this Foundation is the controlling member or shareholder. B) To amend or repeal the Articles of Incorporation or Bylaws of this Foundation and the Articles and Bylaws of any corporation of which this Foundation is the controlling member or shareholder. C) To appoint and remove, with or without cause, the Executive Director of this Foundation after requesting a recommendation from the Board of Directors. D) To approve for this Foundation, or for any corporation of which this Foundation is the controlling member or shareholder, the acquisition of assets. The incurrence of indebtedness, or the lease, sale, transfer, assignment, or encumbering of the assets, if the amount involved in any such transaction is in excess of an amount specified from time to time by resolution of the Member of this Foundation, or the sale or transfer of other property which may have either historical or religious significance. E) To approve the dissolution and/or liquidation of this Foundation or any corporation of which this Foundation is the controlling member or shareholder or the consolidation or merger of this Foundation with another corporation or entity. F) To approve the annual operating and capital budgets of this Foundation and any deviations from such budget in excess of an amount or percentage specified from time to time by resolution of the Member. G) To approve an annual or longer term strategic plan if the Foundation or any significant deviation therefrom. H) To approve the initiation or closure of this Foundation or any major work by this Foundation or any corporation of which this Foundation is the controlling member or shareholder.”

“The Form 990 is prepared internally by experienced staff and reviewed by the internal Director of Taxes and external tax advisors. The Foundation Director will review the Form 990 in detail. Once approved, an electronic copy of the Form 990 is emailed to the Board prior to filing with the IRS.”

“All members of the Governing Board respond to and sign a Conflict of Interest Policy Statement at the January Board meeting annually. Members disclose any actual or apparent conflict of interest in the disclosure document and also orally to the other Board members at the annual meeting. Conflicts are noted and members are excused from decisions that are in conflict with private interests.”

“It is Providence's intention to make financial information accessible and transparent. Although the filing of Form 990 provides insight into how Providence achieves its Mission, delivers its programs and stewards its finances, deciphering the information directly from Form 990 can be challenging. The following paragraphs provide further information about the process we use to determine compensation for top management, officers and key employees. Providence has a single fiduciary Board, with responsibility for financial oversight associated with fulfillment of the Providence Mission, developing system policies, protecting the assets entrusted to the organization and overseeing the strategic and operational affairs of Providence's legal entities. Providence also maintains a network of community ministry boards with responsibility for quality of care oversight, community relations, advocacy and community needs assessments. Providence has a consistent compensation philosophy for all of its employees, including our senior executives. Salaries for senior executives are determined by the Providence Board's Human Resources Committee and approved by the full Board of Directors, none of whom is a Providence employee. The Board retains an independent consultant each year to review salaries of those in the most significant leadership roles in the organization. Part of the consultant's role is to review an extensive array of compensation surveys of large, not-for-profit health care systems in the United States. Providence is one of the larger health systems in the country, and as such, the Board benchmarks executive compensation against other large, not-for-profit health systems whose revenue is similar to that of Providence. Base salaries for Providence executives are set at the median level of the market, as identified by the independent consultant and reviewed with the Human Resources Committee. Performance incentives allow executives to earn additional compensation if they achieve specific organizational and individual goals for furthering Providence operating principles - advancing the Providence Mission and core values, meeting benchmarks for charity care, achieving quality targets, delivering top-rated customer satisfaction, meeting employee satisfaction goals and reaching financial performance objectives. The Board of Directors conducts a thorough process to ensure performance incentives are aligned with appropriate practices for not-for-profit health care systems. The Board's process for executive compensation fully complies with IRS standards and mirrors the best practices recommended in the "Report to Congress and the Nonprofit Sector on Governance, Transparency, and Accountability" submitted to the Senate Finance Committee by the Panel on the Nonprofit Sector. The Foundation Executive Director is compensated by a related organization which uses a market based compensation program utilizing several independent third party compensation market surveys to establish pay ranges for the position. The related organization then establishes the individual rate of pay within the range based on relevant experience, skills and competencies. The rate offered to the Executive Director at the time of hire was determined through discussion between the Regional CEO, Regional Director of HR and the Administrative Director of HR. The ranges and rate of pay are reviewed on an annual basis by Regional HR.”

“Public disclosure of governing documents, conflict of interest policy and 990 filings are made available to the public upon request. The consolidated financial statements are available on our public Internet site www2.providence.org. All governing policies including the conflict of interest policy, as well as 990 filings are available to employees on the Intranet site.”

“The Foundation Director is compensated by a related organization for services provided to the Foundation. The other Board members reporting compensation are paid by the related organization for services provided to the medical center. NO FUNDRAISING DOLLARS OF THE FOUNDATION WERE USED FOR THE PAYMENT OF COMPENSATION.”

“Rounding 2.”

“The Providence Health & Services Audit and Compliance Committee assists the Board of Directors with the oversight of the integrity of the System's financial statements and reporting, the audit process and the System's internal financial controls and policies; compliance with ethical, legal and regulatory standards and requirements; the independence, qualifications and performance of the System's internal and external auditors; the System's investment committee; and informs the Board of Directors of critical risk areas and recommended mitigation.”

“The employees working at the Foundation are paid by a related organization. Therefore, no W-2s are issued by the reporting organization.”

“Volunteers at St Patrick Hospital Foundation assist with preparation of documents, preparation for special events, work at special events and provide assistance with general office work.”

“AFFILIATION AGREEMENTS Effective March 1, 2014, the Health System entered into an affiliation agreement with Sisters of Charity of Leavenworth Health System (SCL) to transfer sponsorship of Saint John's Health Center (Saint John's) to the Health System. Saint John's operates a nonprofit medical center, a cancer institute, and physician clinics to serve the Santa Monica, California community and surrounding area. Effective May 1, 2014, the Health System entered into an affiliation agreement with PacMed Clinics (PacMed). PacMed is a private, nonprofit, multi-specialty medical group with nine clinics in the Puget Sound area and more than 150 primary care and specialty providers at the date of affiliation. Pursuant to the affiliation agreement, Western HealthConnect became PacMed's sole corporate Member. No cash or other purchase consideration was transferred to effect the affiliation. Effective June 13, 2014, the Health System entered into an affiliation agreement with Kadlec Health System (Kadlec). Kadlec operates a nonprofit medical center, a neurological resource center, a supporting foundation, and physician clinics to serve the tri-cities area of Kennewick, Pasco, and Richland, Washington. Pursuant to the affiliation agreement, Western HealthConnect became the sole member of Kadlec. No cash or other purchase consideration was transferred to effect the affiliation.”