The Washington Hospital Foundation Inc

“AS STATED IN PART V, LINE 2A, THE FOUNDATION'S EMPLOYEES ARE PAID BY UPMC WASHINGTON AND REIMBURSED BY THE FOUNDATION. UNDER THIS ARRANGEMENT, THE FOUNDATION'S EMPLOYEES FALL UNDER THE WHISTLEBLOWER POLICY OF UPMC Washington.”

“The amended articles of incorporation name UPMC Washington and UPMC Greene as supported organizations and also allow grants and disbursements to other organizations and individuals for the betterment of health care in the counties of Washington and Greene, Pennsylvania.”

“Prior to 06/01/24, THE PARENT CORPORATION AND SOLE MEMBER OF THE WASHINGTON HOSPITAL FOUNDATION, INC. IS WASHINGTON HEALTH CARE SERVICES, INC. THE PARENT CORPORATION HAD THE FOLLOWING POWERS OVER THE BOARD OF DIRECTORS OF THE FOUNDATION: 1. THE POWER TO RATIFY THE SELECTION OF MEMBERS OF THE BOARD OF DIRECTORS OF THE WASHINGTON HOSPITAL FOUNDATION, INC. 2. THE POWER TO APPROVE ANY AMENDMENT, CHANGE, SUSPENSION OR REPEAL OF THE ARTICLES OF INCORPORATION OR THE BY-LAWS OF THE WASHINGTON HOSPITAL FOUNDATION, INC. 3. THE POWER TO NULLIFY ANY ACTION OF THE BOARD OF DIRECTORS OF THE WASHINGTON HOSPITAL FOUNDATION, INC. WHICH THE BOARD OF DIRECTORS OF THE PARENT CORPORATION DETERMINES TO BE AN ULTRA VIRES ACT; THAT IS, ANY ACT OUTSIDE THE SCOPE OF THE LEGITIMATE POWERS OR BEYOND THE PURPOSE OF THE WASHINGTON HOSPITAL FOUNDATION, INC. As of 06/01/24, the foundation board will consist of 18-22 persons. The UPMC Washington board will appoint up to 8 persons, UPMC will designate one person, the CEO of UPMC Washington shall serve on the board, ex-officio, with vote and the foundation shall nominate and recommend the remaining board members, subject to the approval of UPMC Washington, not to be unreasonably withheld.”

“The 990 preparation is coordinated by the finance department. The return is then reviewed by the executive director and by an independent accounting firm. After filing, the executive director delivers the 990 to the investment committee and the full board of trustees.”

“The foundation's conflict of interest policy is monitored primarily by foundation management. Each year a conflict of interest statement must be completed by all board of directors members as well as certain key management employees of the foundation. The questionnaire is distributed by the executive director and all responses must be received. If necessary, the assistance of the board chairperson is sought to obtain all responses. The responses are initially reviewed by foundation management. Any exceptions or potential conflicts are reviewed by the executive director and the board chairperson. Any necessary action is determined by the chairperson and addressed at the board level. Great care is taken by the board chairperson to ensure that an independent board is in place.”

“Upmc washington's board of trustees elects a personnel committee to handle compensation, benefit and employee related issues for the hospital and foundation. The general compensation process for all employees starts with hospital management compiling survey and comparison information and making recommendations for salary adjustments to the personnel committee. The personnel committee reviews that information annually, has discussions with hospital and foundation management and ultimately approves or denies the recommendations for salary adjustments.”

“Upmc washington's board of trustees elects a personnel committee to handle compensation, benefit and employee related issues for the hospital and foundation. The general compensation process for all employees starts with hospital management compiling survey and comparison information and making recommendations for salary adjustments to the personnel committee. The personnel committee reviews that information annually, has discussions with hospital and foundation management and ultimately approves or denies the recommendations for salary adjustments.”

“The foundation makes form 990 available to the public by request. The governing documents, conflict of interest policy and financial statements are not routinely available to the public.”

“THE EMPLOYEES REPORTED ON THIS LINE ARE PAID OUT OF our supported organization, UPMC WASHINGTON. A PAYMENT IS THEN MADE BY THE FOUNDATION TO REIMBURSE UPMC Washington FOR THE COST OF THESE SALARIES AND WAGES.”

“Because the audit of this organization is on a consolidated basis, the oversight of the consolidated audit is performed by the finance committee of its supported organization, upmc washington.”