Cole Foundation Inc

“Family and business relationships: director ami foust and director terry foust have a family relationship. In addition, the following officers and directors are employed by upmc cole, a related tax-exempt organization: - terry foust, 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 therefor 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: all board members are required to fill out the conflict of interest policy yearly. The executive director reviews these documents. Members are restricted from voting on any subject that may be viewed as a conflict of interest. Board meeting minutes reflect any abstention from voting where a potential conflict may exist. Additionally, the bylaws state that any member, director, officer, or committee member having an existing or potential interest in a contract or other transaction shall make a prompt, full, and frank disclosure of interest to the board or committee prior to its acting. The body to which such disclosure is made shall determine, by majority vote, whether the disclosure shows that the non-voting and non-participation provisions must be observed. If so, such person shall not vote on, nor use his or her personal influence on, nor participate in the discussions or deliberations with respect to such contract or transaction.”

“Compensation determination: the senior director of compensation for upmc partners with e&y and korn ferry annually to conduct a market analysis for ceo's & top 10 executive vp's. The market review is then presented to their executive compensation committee for review and approval.”

“Document disclosure: the organization's conflict of interest policy and governing documents can be viewed onsite through a written request to the organization's corporate compliance officer. Requests for financial statements and 990's are forwarded to the finance / accounting department and are open for public inspection.”

“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 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.”