Sparrow Foundation

“The organization's bylaws were amended and restated to reflect um health corp as the sole member of the sparrow health system. Um health corp has authorized the board of directors of um health corp to exercise its power on the corporation's behalf. Um health corp's board of directors has the following authority over sparrow heath system and affiliates: - appoint two officers of um health corp to act on its behalf regarding general and specific instances. - reserved powers requiring approval of the board regarding: o strategic planning o missions and vision changes o budget and capital expenditure budgets o incurrence of debt or mortgaging/guaranteeing assets o engaging in acquisition or merger o making material changes in clinical services”

“Sparrow health system is the sole member of sparrow foundation and has 100% ownership.”

“Sparrow health system has the right to elect, replace and remove directors of sparrow foundation.”

“Sparrow health system has the right to elect, replace, and remove directors of sparrow foundation. Sparrow health system also has the authority to approve decisions of the sparrow foundation board when it is deemed necessary.”

“Copies of the fiscal year 6/30/2023 form 990 are reviewed by management. The form 990 copies were provided at the board meeting for all board members to review and comment on prior to filing.”

“1) corporate compliance sends out the conflict of interest policy and questionnaires to all voting board members and the executive team annually. 2) all disclosures are received and reviewed by corporate compliance. 3) all disclosures are given a resolution code and presented to the ceo and governance committee of the board. 4) all board/committee level disclosures are provided to the respective board chair and executive liaison to ensure issues can be addressed on a transactional level (i.e. If a vote is required on a transaction involving an interested person).”

“The process for determining compensation for the ceo involves the following: utilizing compensation committee, independent consultants, reviewing other similar organizations' 990s, compensation surveys, and final approval by the shs board of directors, as well as finalizing the salary package with a written employment contract.”

“The process for determining compensation for officers or key employees of the organization involved the following: utilizing the compensation committee, independent consultants, reviewing other similar organizations' 990s, compensation surveys, and final approval by the shs board of directors, as well as finalizing the salary package with a written employment contract.”

“The organization's audited financial statements are available on several internet websites, as well as available upon request. The governing documents and conflict of interest policy are available upon request.”

“The mission of the foundation is to operate for the benefit of and to carry out the purposes of the nonprofit and tax-exempt subsidiaries of sparrow health system, a michigan nonprofit corporation ("shs- or "sole member"), and its mission to improve the health of the people in our community by providing quality, compassionate care to everyone, every time.”

“All lines left blank are not applicable to the organization. On april 1, 2023 sparrow health system, the regents of the university of michigan, and um health consummated their affiliation. As a result of the transaction um health corp became the sole corporate member of sparrow health system. As a result of the affiliation the basis of accounting utilized by the organization had changed from financial accounting standards board (fasb) to governmental accounting standards board (gasb), and the fiscal year end changed from december 31 to june 30. Part iv, question 4 - the organization does not engage in direct lobbying activities. The organization does have memberships in various trade associations that use a portion of the dues paid to the trade associations for lobbying activities on behalf of the applicable trade association industries, thus indirectly benefiting the organization. The percentage of dues allocated to this industry-wide lobbying activity is minor and is not considered by the organization as lobbying activities required for disclosure on schedule c, part ii.”