Legacy Health

“The Legacy articles and by-laws were amended and restated on 7-28-2016 to include its affiliation with Silverton Health. The following changes were made to the articles and bylaws:1. The Articles were updated to include Silverton Health as a supported organization of Legacy Health.2. The maximum number of voting Board of Directors was changed to 17, of which not more than 8 persons can be elected at large by the Legacy Health Board of Directors. 3. The Legacy Health Board of Directors now includes a new member nominated by Silverton Health and elected by the Legacy Health Board of Directors. 4. The maximum voting members for the Medical Quality & Credentialing Committee was changed to 24.5. The Medical quality & Credentialing committee also includes the President of the Medical Staff of Silverton Health as well as a physician appointed by the Medical Executive Committee of the Medical Staff of Silverton Health.”

“The Board of Directors includes the following members: (a) The Bishop of the Oregon Synod of the Evangelical Lutheran Church inAmerica (the "Oregon Synod") or the Bishop's designee, who shall serve ex officio;(b) The Bishop of the Episcopal Diocese of Oregon (the "Episcopal Diocese")or the Bishop's designee, who shall serve ex officio;(c) One (1) person appointed by election of the Oregon Synod Council;(d) One (1) person appointed by election of the Convention of the EpiscopalDiocese.”

“The appointed persons by the Oregon Synod Council and the Convention of the Episcopal Diocese may not be removed from the Board without written consent of their respective organizations.”

“The Legacy Board received a copy of the 990 return prior to filing. At the direction of the entire Board, the Board Compensation Committee reviewed the compensation disclosures and the Board Audit Committee received a memorandum with a draft 990 return highlighting key areas and requesting feedback. Questions from the Board Audit Committee are answered and changes made where appropriate. Any significant differences from the draft 990 to the final 990 return are provided to the Board Audit Committee. Depending on the deadline for the 990 return filing and the Board Audit Committee meeting this discussion may take place following the filing of the return.”

“The following is a summary of Legacy's policy and procedures for conflict of interest disclosure, monitoring and resolution.All Legacy employees and non-employees in leadership positions (e.g., Board members, Foundation Trustees, Medical Directors) are required to disclose potential conflicts of interest as the conflict arises. All employees are required to disclose any conflict of interest per the Standard of Conduct policy. Certain groups have annual formal disclosure requirements, Executives and non-employees in leadership positions complete the Conflict Disclosure Statement from the Standards of Conduct policy annually. Officers, Directors, Trustees, Key and Highly Compensated employees are also required to complete a questionnaire covering business relationships, business transactions with interested parties, loans and grants. Conflict Disclosure Statements and questionnaires are returned to Legacy Corporate Compliance or Tax Departments for review of the disclosure. If a conflict is disclosed, or identified through any other means, Legacy Corporate Compliance ensures that management mitigates the risk (e.g., discontinues relationship with vendor, segregates responsibilities, recuses Board member from voting in area of conflict) and that the conflict and mitigation steps are reported to the appropriate level (e.g., Compliance Committee, Audit Committee of the Board).”

“The following describes the compensation practices of Legacy and its affiliates.Executive compensation for Legacy is designed to recruit, retain and motivate qualified senior management personnel. The comprehensive compensation plan is designed for positions that have a significant impact on the high-level strategic and policy direction of Legacy and its affiliates.Base pay and total compensation (including incentive compensation) for similar positions is established at a level comparable to market compensation for healthcare organizations. External consultants are regularly used to review published compensation surveys of comparable organizations and comparable benchmark positions in the market. The Compensation Committee of the Board of Directors, none of whom is a Legacy employee, reviews the compensation for key executive positions. The Committee oversees the system's governance procedures with respect to the evaluation of reasonableness of compensation. The Committee reports to the Board in sufficient detail to enable the entire Board to take such actions as are required to obtain the rebuttable presumption of reasonableness. The Compensation Committee also reviews tax-reporting disclosures.”

“Legacy Health's audited and interim consolidated financial statements are publicly available on the Electronic Municipal Market Access(EMMA) (www.emma.msrb.org) and DAC Bond (www.dacbond.com) websites. When changes are made to the Legacy Articles or Bylaws, Legacy discloses and attaches copies to the IRS Form 990, which are publicly available by request or on various public websites such as Guidestar(www.guidestar.org). Other governing documents are not available to the public.”

“Additional minimum pension liability = $2342915”

“Rounding = $4”

“Transfer from foundation = $21227050”

“Transfer to affiliates = -$5176843”

“Legacy manages the investments for all affiliates through pooled funds which include professionally managed equity and fixed income securities in both separately managed portfolios and commingled investment accounts. Investment returns are prorated according to each affiliate's share of the pool. Legacy reports the gains or losses on the investment portfolio.”

“The number of employees reported on the W-3 is for all Legacy Health Affiliates. Legacy Health is a common pay agent for all of the affiliates and reports all employees under its EIN.”

“Total interest expense relating to tax exempt bonds for Legacy & its affiliates was $16,504,068.Entity AmountLHS 2,284,517LEHHC 9,934,501LGSMC 1,933,848LMPH 1,227,628LMHMC 1,101,375LSH 22,200LSCH 0”