West Valley Hospital

“The sole member of salem health west valley is salem health hospitals & clinics ("shhc"), a not-for-profit entity. The salem health west valley trustees are elected by shhc who also approves significant decisions of the salem health west valley governing body.”

“The bylaws of salem health west valley state that the trustees of salem health west valley shall be elected by shhc at each annual organization meeting of the board of directors of shhc, or if any such annual meeting is not held, then the trustees may be elected at a regular or special meeting of the board of directors of shhc.”

“Pursuant to the salem health west valley bylaws, shhc shall have the sole and exclusive right to act with respect to the following affairs of salem health west valley: a. Approval of the merger or consolidation of salem health west valley with any other organization or entity; provided, however, that the board of trustees may submit merger and consolidation proposals to shhc for its approval; b. Election to dissolve and wind up the affairs of salem health west valley; provided that the board of trustees may submit a dissolution proposal to shhc for its approval; c. Sale, lease, exchange, mortgage, pledge or other disposition of all, or substantially all, the property and assets of salem health west valley; provided, however, that the board of trustees may submit proposals for such dispositions to shhc for its approval; d. Approval of annual operating cash and capital budgets; e. Approval of long-term commitments; f. Approval of long-range plans; g. Approval of special projects involving capital or operating expenditures in excess of $1,000,000; and h. Material additions or deletions of services.”

“The organization's accounting & finance team works closely with the outside accounting firm it engages to prepare and review the return. The controller and cfo review a draft of the form 990 before it is presented to the governance committee of the board of trustees. Finance administration addresses and responds to questions raised by members of the governance committee. After it is reviewed by the governance committee, the final form 990 is forwarded to the entire board of trustees prior to filing with the internal revenue service.”

“On an annual basis the secretary of the hospital shall send to each person who is a trustee, officer, or member of a committee, and to those employees of the hospital as the board may determine, a copy of the policy regarding conflicts of interest, together with a questionnaire inquiring as to conflicts, to be completed and returned to the secretary by the trustee, officer, committee member or employee prior to the beginning of each calendar year. The organization maintains a rigorous conflict of interest policy to ensure transparency and integrity in decision-making. At each board and committee meeting, members are asked to disclose any conflicts of interest at the outset or as they arise. If a conflict is declared or perceived, the affected board member abstains from voting and may be excused from discussions related to the conflict. Additionally, all board members must submit an annual conflict of interest disclosure detailing potential conflicts, including financial and ownership interests for themselves and their family members. Physician board members who also serve on the medical staff of salem hospital or west valley hospital are excluded from participating in decisions related to ceo compensation.”

“Executive compensation at salem health (sh) is designed to allow the organization to recruit and retain qualified senior leaders. The governance committee of the sh board of trustees, none of whom is a sh employee, engages one or more independent consultants to provide market data on ceo compensation, including benefits, for the ceos at comparable organizations. This information is used by the governance committee and board of trustees in its discussions and decisions on ceo compensation. Compensation for the ceo is reviewed on an annual basis. The most recent review took place in september 2023. The compensation deliberations and decisions are documented in the governance committee and board minutes for this meeting. One or more independent consultants are also retained to review executive compensation separate from the ceo. The ceo, in conjunction with the independent consultants, ensures that each executive's compensation is competitive in the market for similar positions at comparable organizations. The ceo also provides information to the board governance committee on the levels of executive compensation.”

“The conflict of interest policy and governing documents are available on the hospital website.”

“Physician professional fees: program service expenses 3,360,916. Management and general expenses 0. Fundraising expenses 0. Total expenses 3,360,916. Physician director fees: program service expenses 91,559. Management and general expenses 13,835. Fundraising expenses 0. Total expenses 105,394. Contract labor: program service expenses 4,554,045. Management and general expenses 0. Fundraising expenses 0. Total expenses 4,554,045. Other professional services: program service expenses 388,047. Management and general expenses 144,961. Fundraising expenses 0. Total expenses 533,008.”

“Change in beneficial interest 246.”