Saddleback Memorial Foundation

“The saddleback memorial foundation (smf) board of directors (board) has appointed an executive committee to conduct the business of smf between scheduled meetings of the board. The smf board has delegated broad authority to the executive committee members in order to conduct all necessary business of smf, including financial and operational matters that require a vote. All executive committee members, who are also board members with full voting privileges, are appointed by the board. At all times there are to be no less than five (5) executive committee members appointed. The executive committee is chaired by the chairman of the smf board, and also includes the smf president as an ex-officio member.”

“Saddleback memorial medical center (smmc), a related tax-exempt organization is the sole corporate member of saddleback memorial foundation (smf).”

“Saddleback memorial medical center (smmc), a related tax-exempt organization is the sole corporate member of saddleback memorial foundation (smf). The smmc board appoints the members of the smf board.”

“Saddleback memorial medical center (smmc), a related tax-exempt organization is the sole corporate member of saddleback memorial foundation (smf). The smmc board appoints the members of the smf board. The smmc board has the power to vote on the nomination of any candidate of smf's board, any amendments to smf's bylaws, and, in conjunction with a majority vote of smf's board, may set restrictions on the use of smf's assets, or distribution of assets in the event of smf's dissolution.”

“The organization's cfo reviews the form 990 to ensure the accuracy of the following information: all financial data for the reporting period, answers to tax compliance questions, answers to policy and governance questions, all schedules, and all required narratives. Further review of the form 990 is conducted by the organization's executive committee, prior to the full board review. The executive committee includes all officers of the organization's board. Lastly, the organization's form 990 is reviewed by the board (a copy made available to each member) prior to filing with the irs. Questions and comments from the governing board are addressed before the final version is filed.”

“The general counsel's office annually surveys each director and officer and requires affirmation that the conflict of interest policy has been read and understood. The results of the survey are reported to the governance committee of the saddleback memorial medical center, the parent organization, which is responsible for governance, oversight, and nominations. Conflicts are evaluated for being occasional or disabling in nature. The general counsel makes the initial evaluation and advises the governance committee in its deliberations. If an occasional conflict is identified, the general counsel advises the subject director or officer and governance committee in a "rebuttable presumption" type process. Should a disabling conflict be identified, the director or officer resigns or is removed upon the recommendation of the general counsel, governance committee, and board of directors. In addition, an annual notice is sent by email (to each employee with access to email) regarding the acceptance of gifts and corresponding policies.”

“The ceo of the organization is not compensated by the filing organization, but rather by the tax-exempt parent, memorial health services (mhs). Saddleback memorial foundation (smf) reimburses mhs for these expenses. The following is the process that the parent organization undertakes to approve the ceo's compensation. Within the organization, the compensation of vice president's and above is reviewed by an external consultant with final review and approval by the compensation committee of the mhs board of directors and their outside counsel. All market data is obtained from third party survey sources. Market data reviews are completed consistently on an annual basis in order to determine appropriate compensation. For the current reporting period, the compensation determination process was completed in calendar year 2021. The process of determining the compensation is documented in the minutes of the mhs board.”

“Currently, the organization does not make the governing documents (articles of incorporation, bylaws, and conflict of interest policy) available to the general public. However, the articles of incorporation are available from the california secretary of state's office via written request. Audited financial statements are available to the general public when requests are made in person or in writing.”

“Change in value of split-interest agreements -1,004,120.”