Legacy Health

“The Legacy Articles of Incorporation were restated on January 18, 2018 and filed on January 31, 2020. There were no significant changes from prior Articles. The Legacy bylaws were amended and restated on March 26, 2020. The documents were amended to reflect several changes as follows:1. Section 3.10 Action was updated to include that any action which may be taken at any annual, regular, or special meeting of the Board of Directors may be taken without a meeting by E-mail if:(1) Legacy has a record of all Directors E-mail addresses; and (2) Legacy maintains a copy of the announcement and record of the Director's votes in the corporate minutes. The announcement needs to be sent to the E-mail address on the corporate records and need to include:(1) A description of the action to be taken.(2) A deadline to respond with a vote which may not be less than forty-eight hours.(3) A statement that a Director may change their vote any time prior to the deadline; and (4) An effective date if the action is intended to be effective at a date which is later than the deadline date. The changes also add that an affirmative vote of a majority of all Directors is an act of the Board of Directors if the action is taken pursuant to this section, unless a greater number of affirmative votes for the proposed action is required by law, the Articles or these Bylaws.2. Section 4.11 Other Administrative Officers was updated to include that the President, or his or her designee, in consultation with the Board of Directors, shall appoint the Hospital President and also notes the duties and authorities of a Hospital President. 3. Section 5.1 Board Committees was updated to include a Strategic Collaborations Committee as part of the minimum Board Committees that Legacy need to have in place. The update also included that only a Director may serve as a voting member of a Committee. 4. Section 5.2 Finance Committee was updated to reflect that the Chief Financial Officer (CFO) of Legacy Health shall staff the Finance Committee. Previously the CFO served as an ex-officio member of the committee without voting power. 5. The rebuttable presumption section was moved from the Finance Committee section to the Compensation Committee section. 6. Section 5.3 Medical Quality & Credentialing Committee updated to change reference from Senior Vice President and Chief Medical Officer to only Chief Medical Officer. There was also a change of terminology from physician to provider that are nominated by the Legacy Medical Group and other members of the Medical Quality & Credentialing Committee. 7. Section 5.4 Governance Committee updated to include that the President and Chief Executive Officer will appoint staff to the Committee. 8. Section 5.5 Audit and Compliance Committee updated to include that the Chief Financial Officer and Chief Compliance Officer will staff the Committee. The reference in prior bylaws that the President and CFO were able to attend meetings as guest but not as members of the Committee was removed. 9. Section 5.6 Compensation Committee was updated to list the positions that the Committee is responsible for establishing and maintaining a competitive compensation program. There was also an addition to note that the President and Chief Executive Officer will appoint staff to the Committee. It was also added that the Committee will oversee the work of senior management with respect to evaluating the reasonableness of compensation pursuant to Section IRS 4958 to ensure adherence to the organizations' compensation philosophy and that transactions with disqualified persons are fair and reasonable and meet all applicable legal criteria. 10. Section 5.7 Strategic Collaborations Committee was updated to change the reference from Legacy's Board Policy to Legacy's Director Independence Policy for criteria of voting directors. Reference that the Committee is a permanent committee of the Board was removed. 11. Section 9.2 Action without a Meeting was updated to add re”

“The Board of Directors includes the following members: (a) The Bishop of the Oregon Synod of the Evangelical Lutheran Church inAmerica (the XOregon 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 elected by the Legacy Health Board of Directors pursuant to the process set forth in the Bylaws; provided, however, that such person shall be an active member of a Lutheran congregation in the Oregon Synod ("Lutheran Director");(d) One (1) person elected by the Legacy Health Board of Directors pursuant to the process set forth in the Bylaws; provided, however, that such person shall be an active member of an Episcopal congregation in the Episcopal Diocese known to his/her parish priest, or alternatively a member of the clergy in the Episcopal Diocese ("Episcopal Director").”

“The election of Lutheran Director is subject to the approval by the Bishop of the Oregon Synod, who may object to the newly-elected director for any reason by delivering written notice to the Legacy President or the Chair of the Board of Directors no later than one week after the election. If the Bishop timely objects to the election of the new Lutheran Director, the election will be ineffective and that person will not be a director; otherwise, if no timely objection is received, that person shall be conclusively presumed to be the Lutheran Director for his/her full term or the remainder of an unexpired term to which elected. The election of the Episcopal Director is subject to approval by the Bishop of theEpiscopal Diocese, who may object to the newly elected director for any reason by delivering written notice to the Legacy President or Chair of the Board of Directors no later than one week after the election. The election of the Episcopal Director is also subject to approval by the Standing Committee of the Episcopal Diocese, who may object to the newly elected director only on the grounds that he/she is not an active member of an Episcopal congregation or a member of the Episcopal clergy in the Episcopal Diocese; such objection to be effected by delivering written notice to the Legacy President or Chair of the Board of Directors within five days after the next meeting of the Standing Committee or 45 days after the election, whichever isearlier. If the Bishop or Standing Committee timely object to the election of the new Episcopal Director, the election will be ineffective and that person will not be a director; otherwise, if no timely objection is received, that person shall be conclusively presumed to be the Episcopal Director for his/her full term or the remainder of an unexpired term to which elected.”

“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 and Compliance Committee received a memorandum with a draft 990 return highlighting key areas and requesting feedback. Questions from the Board Audit and Compliance 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 and Compliance Committee. Depending on the deadline for the 990 return filing and the Board Audit and Compliance 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. Audit and Compliance 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 = -$76373966”

“ROUNDING = -$1”

“Transfer from foundation = $469582”

“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 $15,942,930.Entity AmountLHS 1,756,188LEHHC 9,919,367LGSMC 2,251,568LMPH 917,498LMHMC 1,098,309LSH 0LSCH 0”