Western MD Health Sys Foundation

“The Sole Member of the Western Maryland Health System Foundation is UPMC Western Maryland Corporation.”

“The board of directors of Western Maryland Health System Foundation is informed that a copy of the Form 990 is available upon request.”

“Upmc requires key employed and non-employed personnel tocomply with its conflict of interest policies when they engage in upmcrelatedbusiness. Persons covered by the policies include:-upmc board members, board committee members, corporate officers, and keyemployees-upmc physicians and non-physician employees who hold a position ofinfluence-identified non-employed members of the upmc medical staff who hold aposition of influence or trust-individuals conducting clinical researchat upmc, whether or not they are employed by upmc.these individuals are required to complete a questionnaire at leastannually, which along with other data is used to identify possibleindividual and institutional conflicts of interest. If a potentialconflict is identified regarding a specific upmc activity, the corporatecompliance department, with the assistance of the legal department,either develops a written plan designed to prevent the conflict frominfluencing decisions related to that activity, or requires that theconflicting relationship be divested, as appropriate. For employedpersonnel and non-board member, non employed personnel, the conflict ofinterest identification and management process is ultimately overseen byan ethics and compliance committee of the upmc board of directors on behalf of upmc and all of its subsidiaries. Potential conflict of interest transactions involving upmc board members and entities withwhich they are affiliated are monitored and subject to pre approval by upmc activity, the corporatecompliance department, with the assistance of the legal department,either develops a written plan designed to prevent the conflict frominfluencing decisions related to that activity, or requires that theconflicting relationship be divested, as appropriate. For employedpersonnel and non-board member, non employed personnel, the conflict ofinterest identification and management process is ultimately overseen byan ethics and compliance committee of the upmc board of directors on behalf of upmc and all of its subsidiaries. Potential conflict of interest transactions involving upmc board members and entities withwhich they are affiliated are monitored and subject to pre approval by the governance and nominating committee of the upmc board of directors.in addition to the general corporate and”

“To support upmcs mission and as set forth in theupmc bylaws, the board of directors has formed an executive compensationcommittee (committee) and delegated to it the responsibility forestablishment and implementation of officer and key employee totalcompensation programs. As part of this responsibility the committeereports regularly to the board of directors. With board of directorsapproval, the committee has adopted a formal charter, which includes theestablishment of a compensation philosophy and related policies withrespect to the total compensation paid by upmc to its officers and keyemployees. The upmc total compensation program for officers and keyemployees is predicated upon anincentive compensation component. This component is based upon theaccomplishment of predetermined performance goals and objectives whichfocuson the achievement of multiple annual and three year individual and groupperformance criteria in the context of appropriate risk taking. Thesecriteria directly support upmcs mission and include: patient quality and satisfaction, community benefits, operational and financial strength,leadership development, and strategic business initiatives among others.thetotal compensation program is integrated with and reinforces the upmcbusiness planning cycle as well as management development and successionplanning processes. It is the committees judgment that the structure ofthe total compensation program is vital to, and strongly supportive of,the high level of ongoing supportive of,the high level of ongoing success of upmc and fosters the retentionof critical officer and key employee talent. The total compensationdetermination process utilized by the committee is intended tosatisfy the rebuttable presumption of reasonableness as set forth inthe regulations to section 4958 of the internal revenue code (code).this means that compensation programs and levels are approved inadvance by the committee which is composed entirely of outsidedirectors who do not have a conflict of interest, as defined by therelevant regulations, with respect to the compensation program andlevels. The committee obtains and relies upon a broad range ofappropriate data as to comparability prior to making its determinations. The committee then contemporaneously documents, in formal meetingminutes, the basis and reasons for its determinations. The totalcompensation program is designed and administered in accordance with the upmc bylaws, sound business practices, the tenets of common law businessjudgment and fiduciary responsibility as well as adherence to allrelevant federal, state and local laws. In addition to code section 4958,as set forth above, this includes but is not limited to code section 501(c)(3) and the applicable regulations thereunder as well as all lawsand regulations prohibiting private inurement, private benefittransactions and discrimination. Further, the committee has identifiedand adopted, as appropriately modified for upmc, compensation programbest practices from the business world (e.g. Sarbanes oxley, sec,etc.). The committee believes that while these practices are not requiredin the tax exempt sector, they are in the best interests of theorganization and further support upmcs nonprofit mission. In accordancewith the above, determination of total compensation for the ceo is madeexclusively by the committee. Determination of total compensation forother officers and key employees is recommended by the ceo and subject toreview and approval by the committee. The committee, which meets atleast four times a year, obtains professional advice from its ownexperts, including accountants, executive compensation consultants andlegal counsel.”

“To support upmcs mission and as set forth in theupmc bylaws, the board of directors has formed an executive compensationcommittee (committee) and delegated to it the responsibility forestablishment and implementation of officer and key employee totalcompensation programs. As part of this responsibility the committeereports regularly to the board of directors. With board of directorsapproval, the committee has adopted a formal charter, which includes theestablishment of a compensation philosophy and related policies withrespect to the total compensation paid by upmc to its officers and keyemployees. The upmc total compensation program for officers and keyemployees is predicated upon anincentive compensation component. This component is based upon theaccomplishment of predetermined performance goals and objectives whichfocuson the achievement of multiple annual and three year individual and groupperformance criteria in the context of appropriate risk taking. Thesecriteria directly support upmcs mission and include: patient quality and satisfaction, community benefits, operational and financial strength,leadership development, and strategic business initiatives among others.thetotal compensation program is integrated with and reinforces the upmcbusiness planning cycle as well as management development and successionplanning processes. It is the committees judgment that the structure ofthe total compensation program is vital to, and strongly supportive of,the high level of ongoing success of upmc and fosters the retentionof upmc and fosters the retentionof critical officer and key employee talent. The total compensationdetermination process utilized by the committee is intended tosatisfy the rebuttable presumption of reasonableness as set forth inthe regulations to section 4958 of the internal revenue code (code).this means that compensation programs and levels are approved inadvance by the committee which is composed entirely of outsidedirectors who do not have a conflict of interest, as defined by therelevant regulations, with respect to the compensation program andlevels. The committee obtains and relies upon a broad range ofappropriate data as to comparability prior to making its determinations.the committee then contemporaneously documents, in formal meetingminutes, the basis the basis and reasons for its determinations. The totalcompensation program is designed and administered in accordance with the upmc bylaws, sound business practices, the tenets of common law businessjudgment and fiduciary responsibility as well as adherence to allrelevant federal, state and local laws. In addition to code section 4958,as set forth above, this includes but is not limited to code section 501(c)(3) and the applicable regulations thereunder as well as all lawsand regulations prohibiting private inurement, private benefittransactions and discrimination. Further, the committee has identifiedand adopted, as appropriately modified for upmc, compensation programbest practices from the business world (e.g. Sarbanes oxley, sec,etc.). The committee believes that while these practices are not requiredin the tax exempt sector, they are in the best interests of theorganization and further support upmcs nonprofit mission. In accordancewith the above, determination of total compensation for the ceo is madeexclusively by the committee. Determination of total compensation forother officers and key employees is recommended by the ceo and subject toreview and approval by the committee. The committee, which meets atleast four times a year, obtains professional advice from its ownexperts, including accountants, executive compensation consultants andlegal counsel.”

“While the federal tax laws do not mandate that the organizations governing documents, conflicts of interest policy and financial statements be made available for public inspection, the organization makes its financial statements available upon request.”

“Board policies described above,upmc has also developed and implemented a separate tax questionnairedistributed to officers, directors, trustees, and key employees annuallythat specifically addresses disclosure requirements of form 990.”

“An external audit is completed at a consolidated UPMC system level only, including UPMC and all taxable and tax-exempt subsidiaries. The entire systems financial statements, which includes all subordinate members of the UPMC Group, are posted on the UPMC website. (WWW.UPMC.COM)The Financial Statement Audit during the 990-filing period is for the calendar year ended December 31, 2023. UPMC has an Audit Committee that is established to assist the Board of Directors in fulfilling its oversight responsibilities by monitoring UPMC consolidated financial reports and other financial information provided by UPMC to governmental bodies, the public or other external entities. The UPMCs system of internal controls regarding finance, accounting, legal compliance and ethics that management and the Board have established and UPMCs internal auditing, accounting and financial reporting processes also provided oversight.”

“Upmc has an audit committee that is established to assist the board ofdirectors in fulfilling its oversight responsibilities by monitoring upmcconsolidated financial reports and other financial information providedby upmc to governmental bodies, the public or other external entities. The upmcs system of internal controls regarding finance, accounting,legal compliance and ethics that management and the board haveestablished and upmcs internal auditing, accounting and financialreporting processes also provided oversight.”