Edward Foundation

“A detailed compensation review of the top executives, including the Chief Executive Officer, is conducted annually. Market data is collected and assessed by an external independent compensation consultant who specializes in compensation consulting within the healthcare industry. The work product from this study is reviewed separately with Endeavor Health legal counsel. Market data for base and variable compensation is assessed annually for integrated delivery systems and academic medical centers that are similar in size and complexity. The market assessment includes assessing job content in order to make appropriate market data comparisons. Specific recommendations are then reviewed, discussed and approved as appropriate with the Endeavor Health Compensation Committee, in session with legal counsel present, in advance of implementation.”

“Edward foundation's sole corporate member is edward-elmhurst healthcare, an illinois not for profit and 501(c)(3) tax exempt corporation.”

“Edward foundation's sole corporate member, edward-elmhurst healthcare, may elect, remove and replace members of the board of directors of edward foundation.”

“The board of directors of edward foundation's corporate member, edward-elmhurst healthcare ("eeh"), has the following exclusive powers over edward foundation ("foundation"): - elect, remove, and replace, directors of the foundation. - approve amendments to the articles of incorporation proposed by the board of directors of the foundation. - approve a plan of dissolution or liquidation of the foundation or a plan of merger or consolidation of the foundation with another corporation. In addition, the foundation board of directors may not take any of the actions listed below, without obtaining the prior approval of eeh: - adopt, or permit the adoption of, any annual or long term capital or operational budget of the foundation or of any affiliate or subsidiary of the foundation; - adopt, or permit the adoption of, any variance from any annual or long term capital or operational budget of the foundation or of any affiliate or subsidiary of the foundation previously approved by eeh which would result in the expenditure of funds exceeding in the aggregate during the relevant term of any such budget the greater of ten percent (10%) of the total budgeted operating expenses or such dollar limit as eeh may establish by resolution at the time it approves such budget; - authorize or permit the foundation or any affiliate or subsidiary of the foundation to enter into any contract which is not provided for in an annual or long term capital or operational budget approved by eeh where the amount involved exceeds in the aggregate one hundred thousand dollars ($100,000) or such other dollar limit as eeh may establish by resolution at the time it approves such budget; - adopt, or permit the adoption of, any new, or any substantive changes to the strategic plans of the foundation or of any affiliate or subsidiary of the foundation; - adopt, or permit the adoption of, any new, or any substantive changes to the marketing plans of the foundation or of any affiliate or subsidiary of the foundation; - authorize the foundation or any affiliate or subsidiary of the foundation to enter into any transaction providing for or requiring a certificate of need which is not provided for in an annual capital or operational budget approved by eeh; - organize or acquire, or authorize or permit the organization or acquisition of, any affiliate or subsidiary of the foundation; - approve, or permit the approval of, any long term borrowing of money for capital needs by the foundation or by any affiliate or subsidiary of the foundation; and - approve, or permit the approval of, any contributions, grants or loans to entities other than eeh.”

“The Form 990 was reviewed by executive management and an outside accounting firm. The Form 990 was then provided to the Endeavor Health Board of Trustees for review for the ability to ask questions of management prior to filing.”

“All officers, directors and employees are required to report potential conflicts of interest to the Compliance Officer when his/her circumstances could create a conflict of interest, or prior to their arising, so that the health system can proactively review the report to identify actual and potential Conflicts of Interest. In addition, on an annual basis, members of the Board of Directors, Corporate Officers, and other key employees will be provided with a Conflict of Interest Questionnaire, which is used for purposes of reporting potential Conflicts of Interest. Subsequent to reporting, and depending on the nature of the matter, the Compliance Officer will review the reported information and arrive at a determination regarding the matter based upon his/her knowledge of the organization and/or in consultation with other members of management. Determinations will be reviewed with the Executive Leadership Team or designee for members of management, all categories of physicians, and the Board of Directors. Determinations will be reviewed with the Board of Directors for senior management and members of the Board of Directors. If it is determined that a Conflict of Interest exists, appropriate mitigating or remedial measures may be taken through a management plan. If a management plan has yet to be developed and the individual is involved in discussion related to his/her conflict, the individual must disclose the Conflict of Interest to those involved in the conversation and must recuse him/herself from participating in the conversation and making a decision on behalf of the health system. If this conversation takes place at a Board meeting, the minutes of the meeting should reflect the fact that the Conflict of Interest has been disclosed and the individual has recused him/herself. If the issue or circumstances cannot be adequately addressed through a management plan or if the proposed or actual arrangement is inconsistent with the health system's Guiding Principles for Conflicts of Interest, the conflict will be eliminated. Disclosure of the management plan may be made to appropriate individuals or committees, which may include patients, students, a department, group, or others as necessary. Monitoring and oversight of Conflicts of Interest and management plans will be conducted by the Executive Leadership Team. In the event that an individual engages in prohibited activities or does not provide prompt or transparent Reporting in compliance with this policy or does not comply with a determination and/or management plan, a review will be performed and appropriate corrective action may be taken, including retraining, referral for further action, termination of employment, termination of the agreement with the health system, or removal from the Board of Directors.”

“Currently, the organization's governing documents and conflict of interest policy are available upon request. If a request is received for this information, it is forwarded on to either the legal department or the finance department, and the materials would then be provided to the requestor. Audited financial statements are available on the emma (electronic municipal market access) website at www.emma.msrb.org.”

“Edward foundation follows the mission of endeavor health health (f/k/a ns-ee holdings). The mission of endeavor health is to "help everyone in our communities be their best." central to this mission is a commitment to providing clinical programs and services that meet community health needs, while also pursuing continuous improvement to identify and understand future needs.”