Cole Foundation Inc

“Family and business relationships: director ami foust and director terry foust, do, have a family relationship. In addition, the following officers and directors are employed by upmc cole, a related tax-exempt organization: - terry foust, do, foundation director/upmc cole physician - andrea streich, foundation executive director - amy hunt, foundation ex officio/upmc cole director of operations - janie hilfiger, president, ceo and assistant secretary/treasurer”

“Members: charles cole memorial hospital also known as upmc cole, a federally tax exempt 501(c)(3) nonprofit corporation, is the sole member of cole foundation. When the term of an elected director is expiring, the executive committee shall submit names of qualified candidates for each elected director vacancy to the board. The board shall elect from this slate of candidates directors to fill each elected director vacancy on the board. The member must ratify elected director elected to serve on the board. The member shall have the following rights and powers: during the integration period, the decisions and actions specifics in paragraphs (i) - (viii) below shall require the approval of both the member and upmc. Such decisions and actions may not be taken by the corporation without the separate concurrence of the member and upmc. (i) approval of operating and capital budgets of the corporation; (ii) entering into new or materially changing existing joint venture arrangements of the party; (iii) approval of the terms of any management arrangements with an unrelated third party; (iv) any change in the corporate structure of the corporation; (v) the sale, lease, transfer or joint venture, whether within the system or external thereto, involving substantially all of the assets of the corporation; (vi) the merger, consolidation, divestiture or dissolution of the corporation; (vii) any amendment of the articles of incorporation or the bylaws of the corporation; (viii) sale of any real estate of the corporation; if the member and upmc fail to agree on any of the above matters, the process described in section 10.6 of the integration agreement will be followed. At the conclusion of the integration period, the power to make decisions with respect to those matters described in section 3.2.a above, shall vest exclusively with upmc, except as expressly limited by sections 3.3.6, 10,1-10.9 and 16.3 of the integration agreement. The member and upmc may look to the board of directors to provide governance and oversight with respect to matters which may include developing and implementing the goals and objectives of the corporation in the four key areas of (1) quality performance; (2) financial performance; (3) planning performance; and (4) governance performance. Upmc is the sole member of charles cole and therefore cole foundation is subject to umpc policies.”

“990 review process: the form 990 is prepared by an independent accounting firm based on information supplied by charles cole memorial hospital. The draft 990 is reviewed by the finance department. It is then posted to an online portal for the board of directors prior to filing.”

“Monitoring compliance with conflict of interest policy: upmc requires key employed and non-employed personnel to comply with its conflict of interest policies when they engage in upmc-related business. Persons covered by the policies include: -upmc board members, board committee members, corporate officers, and key employees -upmc physicians and non-physician employees who hold a position of influence -identified non-employed members of the upmc medical staff who hold a position of influence or trust-individuals conducting clinical research at upmc, whether or not they are employed by upmc. These individuals are required to complete a questionnaire at least annually, which along with other data is used to identify possible individual and institutional conflicts of interest. If a potential conflict is identified regarding a specific upmc activity, the corporate compliance department, with the assistance of the legal department, either develops a written plan designed to prevent the conflict from influencing decisions related to that activity, or requires that the conflicting relationship be divested, as appropriate. For employed personnel and non-board member, non-employed personnel, the conflict of interest identification and management process is ultimately overseen by an 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 with which 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 board policies described above, upmc has also developed and implemented a separate tax questionnaire distributed to officers, directors, trustees, and key employees annually that specifically addresses disclosure requirements of form 990.”

“Compensation determination: to support upmc's mission and as set forth in the upmc bylaws, the board of directors has formed an executive compensation committee ("committee") and delegated to it the responsibility for establishment and implementation of officer and key employee total compensation programs. As part of this responsibility the committee reports regularly to the board of directors. With board of directors approval, the committee has adopted a formal charter, which includes the establishment of a compensation philosophy and related policies with respect to the total compensation paid by upmc to its officers and key employees. The upmc total compensation program for officers and key employees is predicated upon an incentive compensation component. This component is based upon the accomplishment of predetermined performance goals and objectives which focus on the achievement of multiple annual and three year individual and group performance criteria in the context of appropriate risk taking. These criteria directly support upmc's mission and include: patient quality and satisfaction, community benefits, operational and financial strength, leadership development, and strategic business initiatives among others. The total compensation program is integrated with and reinforces the upmc business planning cycle as well as management development and succession planning processes. It is the committee's judgment that the structure of the total compensation program is vital to, and strongly supportive of, the high level of ongoing success of upmc and fosters the retention of critical officer and key employee talent. The total compensation determination process utilized by the committee is intended to satisfy the "rebuttable presumption of reasonableness" as set forth in the regulations to section 4958 of the internal revenue code ("code"). This means that compensation programs and levels are approved in advance by the committee which is composed entirely of outside directors who do not have a conflict of interest, as defined by the relevant regulations, with respect to the compensation program and levels. The committee obtains and relies upon a broad range of appropriate data as to comparability prior to making its determinations. The committee then contemporaneously documents, in formal meeting minutes, the basis and reasons for its determinations. The total compensation program is designed and administered in accordance with the upmc bylaws, sound business practices, the tenets of common law business judgment and fiduciary responsibility as well as adherence to all relevant 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 laws and regulations prohibiting private inurement, private benefit transactions and discrimination. Further, the committee has identified and adopted, as appropriately modified for upmc, compensation program "best practices" from the business world (e.g. Sarbanes oxley, sec, etc.). The committee believes that while these practices are not required in the tax exempt sector, they are in the best interests of the organization and further support upmc's nonprofit mission. In accordance with the above, determination of total compensation for the ceo is made exclusively by the committee. Determination of total compensation for other officers and key employees is recommended by the ceo and subject to review and approval by the committee. The committee, which meets at least four times a year, obtains professional advice from its own experts, including accountants, executive compensation consultants and legal counsel.”

“Joint ventures: upmc has a formal written policy pertaining to joint ventures between upmc tax-exempt entities and taxable entities. The policy employs an internal procedure for review of all transactions involving potential participation in joint ventures and similar arrangements to ensure that such entities operate in accordance with applicable irs policies and within upmc's charitable purposes.”

“Document disclosure: umpc's pubic website (www.upmc.com) makes its financial results, conflict of interest process, and various information about governance and oversight available to the public. Additional information may be supplied upon specific request for data not posted to the web site.”

“Board member compensation: no members receive any compensation for their director duties. Board members are compensated for their operational roles. - andrea streich is compensated by umpc cole, a related tax-exempt organization, as executive director of community relations. 100% of her compensation is charged to the foundation from upmc cole. - terry foust, do, is compensated by upmc cole, a related tax-exempt organization, as a physician. - amy hunt is compensated by upmc cole, a related tax-exempt organization, as director of operations. - janie hilfiger serves as the ceo for upmc cole, hendorn, inc., hamotcole ventures, inc., and cole care, inc. Organization, as director of operations.”

“Organization's mission: cole foundation's vision as a philanthropic organization is to ensure our long-term goal of keeping our local healthcare system progressive and vibrant in order to best serve the medical needs of our diverse communities.”

“Payroll agent: upmc cole, the organization's related tax-exempt parent company, files all w-2's and related employee benefits, pension contributions, and payroll taxes. As such, cole foundation has no w-2 filings to report on form 990, part v, line 2a. The amounts shown on form 990, part ix, lines 7 & 9 are amounts allocated to the organization from the hospital.”