Barrow Foundation Uk

“The organization has a Founder Member, Dignity Health, which may appoint trustees and must approve dissolution or appointment of a successor Founder Member.”

“The foundation's vice president of operations and ceo reviewed the form 990 in detail prior to filing, as did the foundation's audit and finance committee. Due to timing of board meetings, the full board did not receive a copy of the form 990 prior to filing. However, the form was provided to the full board at the first meeting subsequent to the filing date.”

“The Foundation has adopted Dignity Health's Conflicts of Interest Policy. The Foundation's Board is charged with monitoring proposed or ongoing transactions for conflicts of interest and addressing any potential or actual conflicts. Pursuant to the Conflicts of Interest Policy, an annual conflict of interest questionnaire, aimed at determining any family and business relationships and transactions or other transactions that may pose a potential conflict, is distributed to all covered persons (e.g., board members, officers and executive leadership, key employees). Covered persons are required to disclose real or potential conflicts at the time such conflicts arise. When an individual becomes a covered person and annually thereafter, each covered person is required to submit an updated disclosure statement and to sign a statement affirming that he/she: (1) has received a copy of the Conflicts of Interest Policy; (2) has read the Policy and understands said Policy; and (3) agrees to comply with all requirements of the Policy, including completing the conflicts of interest disclosure statement. The completed questionnaires are reviewed by Dignity Health's Legal Department and any persons with actual or potential conflicts are informed via written communication. The procedures for addressing any conflict of interest include, but are not limited to, the following: (1) the conflicting interest is fully disclosed to the Board; (2) the interested person responds to factual questions related to the substance of the transaction or arrangement being considered, after which he/she shall leave the meeting; (3) the person with the conflict of interest is excluded from the discussion and approval of such transaction; (4) If warranted, alternatives to the proposed transaction are investigated, competitive bids or comparable valuations are obtained; (5) any conflicting issues during the course of a Board meeting which cannot be resolved is referred to the Governance Committee; and (6) the transaction or action must be approved by a majority of disinterested persons. All conflicts of interest, whether resolved or unresolved, are reported in the Foundation's Form 990.”

“The organization does not employ personnel; however, the top management official is compensated by Dignity Health. For 2017 compensation, Dignity Health's Human Resources and Compensation Committee approves, consistent with the organization's philosophy and principles, the annual performance goals and criteria to be used in determining merit increases and variable compensation criteria for officers and key employees. The Human Resources and Compensation Committee also engages outside legal counsel as necessary and qualified independent compensation and benefits specialists (independent experts) to review, analyze and provide benchmarking data for the total compensation and benefits packages of officers and key executives. Appropriate comparable data is obtained from the independent experts, (e.g., total economic benefits paid by similarly situated organizations, both taxable and tax-exempt, for similar job responsibilities). Key deliberations of the Committee are documented in meeting minutes which are approved at the next Committee meeting and provided to the Board of Directors. The documentation of the deliberations includes (a) the terms of the transaction approved and the date approved, (b) the members of the Committee who were present during discussion of the approved transaction and those who voted on it, and (c) the comparability data obtained and relied upon by the Committee and how the data was obtained.”

“Federal tax laws do not mandate that the organization's governing documents, conflict of interest policy and financial statements be made available for public inspection. The organization makes its financial statements available upon request.”

“The organization does not have employees. As a supporting organization, the foundation operates for the benefit of the hospital and utilizes the employees of that hospital. The salaries of these employees are included in the hospital entity's Form W-3 and federal employment tax returns.”