Northwest Community Hospital Foundation

“Form 990, part v, line 6 northwest community healthcare (nch) is the sole corporate member of northwest community hospital foundation (foundation). As such, it elects or appoints the members of the foundation's governing body and approves significant decisions.”

“Form 990, part vi, line 7a nch is the sole corporate member of foundation. As such, it elects or appoints the members of the governing body of foundation periodically or as vacancies arise.”

“Form 990, part vi, line 7b nch is the sole corporate member of foundation. As such, it must approve certain actions of foundation. Action is taken by a majority vote of the nch board with a quorum present. Nch must approve the following types of decisions by foundation: voluntary dissolution, merger, consolidation, sale, or transfer of 10% or more of foundation's assets; sale or real property or interest therein; creation of a subsidiary or affiliate; annual and long-term capital and operating budgets; amendment, alteration or repeal of foundation's articles of incorporation or bylaws; selection of auditors; and appointment, removal and evaluation of foundation's trustees.”

“Form 990, part vi, line 11b a copy of form 990 was made available to the members of the audit and compliance committee of the nch board of directors and the members of foundation's board of directors prior to filing. Nch is the sole corporate member of foundation. The audit and compliance committee has been assigned the responsibility of reviewing forms 990 for all affiliates of nch. Form 990, part vii and schedule j are also separately reviewed and approved by the compensation committee of the board.”

“Form 990, part vi, line 12c each year, the conflict of interest policy and questionnaire is sent to directors, officers and key employees. Each response is reviewed by the general counsel and those in which any actual or apparent conflict with the present role is disclosed, is reviewed by the ceo and board chairperson. In the case of any conflict involving an entity or party with which foundation is dealing or competing, the person with the conflict may not participate in any decisions regarding that party. Individuals who are independent contractors, officers, trustees, or employees of other health care facilities in northwest community hospital's service area may not serve on any of nch's or any related organization boards or board committees. In addition, the policy includes a sample conflict of interest disclosure letter to be used if conflict arises after submission of the annual questionnaire and before the next. Such disclosure letters would be reviewed as noted above at the time they are received.”

“Form 990, part vi, line 15 the compensation and governance committee of the nch board is responsible for approving the compensation of the officers of foundation based on recommendations from the president/ceo. The review utilizes comparisons to studies from the metropolitan chicago healthcare council and other sources. The process is documented in the minutes of the compensation and governance committee.”

“Form 990, part vi, line 19 governing documents and the conflict of interest policy are not made public. Foundation's financial statements are included in the annual consolidated audit report of northwest community healthcare and subsidiaries. These consolidated financial statements are available to the public via the municipal securities rulemaking board's electronic municipal market access (emma) website at www.emma.msrb.org.”