Vail Health Services

“The board of directors of vail health services (vhs) consists of those individuals who are from time to time members of the board of directors of vail clinic, inc., dba vail health hospital (vhh); and if any member of the board of directors ceases for any reason to be a member of board of directors of vhh, he or she shall automatically cease to be a member of the vhs's board of directors.”

“Process to review the form 990 review of the form 990 is delegated to more qualified personnel since the board members are not trained in tax matters. The cfo, controller and accounting staff on vail clinic, inc. Dba vail health hospital provide services to vail health services, review the tax form and work with an external cpa firm in the production of the form 990. An electronic version is provided to directors and officers for review, discussion, and comment.”

“Process for monitoring compliance with conflict of interest policy: the conflict of interest policy applies to vail health hospital (vhh) board members, officers, medical staff, licensed independent practitioners, volunteers, agents, contractors and employees. All board members, medical staff, nurse practitioners, physician assistants, and employees of vhh are required to disclose potential conflicts of interest by completing a conflict of interest electronic questionnaire upon hire or appointment and then annually. Board members and agents must complete and submit conflict of interest electronic questionnaire to the chief ethics and compliance officer upon hire or appointment and then annually. Volunteers must complete and submit disclosure forms to the manager of volunteers when they begin providing services to vhh and then annually. If during the year any new potential conflicts of interest arise, covered persons must report the potential conflicts of interest immediately (and prior to undertaking any activity that may raise a potential conflict of interest). The chief ethics and compliance officer, the volunteer services program manager and the committee shall consider the following factors when reviewing completed disclosure forms: - whether the colleague or an immediate family member is a party to, or may directly or indirectly benefit from, a proposed agreement or transaction involving vhh; - whether the colleague's desire for, or expectation of, direct or indirect external economic advantage could distort a vhh decision or activity; - whether the colleague or an immediate family member is engaging in an activity, business, or transaction in which vhh is likely to engage; - whether the colleague's outside activities may conflict with rights of, or the colleague's obligations to, vhh or vhh's patients; - whether the conflict of interest can be cured or managed by recusal or other appropriate action; - whether there is an appearance of a conflict of interest.”

“Review of other ceo or top management official compensation: executive compensation is paid and determined by a related party, vail clinic, inc. Dba vail health hospital. A formal external review is conducted every year. Executive compensation was last formally reviewed in 2019 by sullivan cotter. This review evaluates total compensation of the executive against compensation data for the same or similar job by industry, revenue size and geographic location and other factors to ensure that the compensation paid is appropriate and reasonable. That information is the reviewed by the compensation committee and the board of directors. Internal reviews are performed as well at time of hire and on an ongoing basis using compensation surveys. Review of other officer and key employee compensation: executive compensation is paid and determined by a related party, vail clinic, inc. Dba vail health hospital. A formal external review is conducted every year. Executive compensation was last formally reviewed in 2019 by sullivan cotter. This review evaluates total compensation of the executive against compensation data for the same or similar job by industry, revenue size and geographic location and other factors to ensure that the compensation paid is appropriate and reasonable. That information is the reviewed by the compensation committee and the board of directors. Internal reviews are performed as well at time of hire and on an ongoing basis using compensation surveys.”

“Describe how governing documents are made available to the public: the financial statements are available to the public for viewing for valid business purposes.”

“Gaap adjustment - removal of foundation investment -24,166,766.”

“During the fiscal year, vail health services determined that it is no longer necessary or proper to carry the net assets of vail health services foundation, a related entity, on its own balance sheet as an investment. Accordingly, $24,166,766 is being removed during the current tax year, which represents the net assets of vail health services foundation as of october 31, 2018. This does not consitute a sale, exchange, disposition or transfer of funds to any other entity, therefore schedule n is not required to be filed with this return as a result.”