Reading Hospital Foundation

“The sole member of the corporation is reading hospital, a pennsylvania nonprofit corporation.”

“In addition to all matters required by law or by other provisions of the bylaws to be approved by the sole member (reading hospital) of the corporation, the sole member may initiate and implement any proposal with respect to the election or removal of the members of the board of directors of the corporation.”

“The sole member (reading hospital) may initiate and implement any proposal with respect to the following, and if any proposal with respect to any of the following is otherwise initiated, it shall not become effective unless approved by the sole member of the corporation: 1.the amendment of the articles of incorporation, or bylaws; 2.the sale, purchase, lease, or encumbrance with debt, in any way, of real property of the corporation or the creation of any encumbrance upon or execution of any debt instrument affecting or restricting any asset of the corporation in excess of an amount specified from time to time by resolution of the sole member; 3.the transfer of any assets of the corporation, excluding the transfer of equipment which has such a value as the sole member may designate from time to time upon the president's recommendation; 4.the election or removal of the members of the board of directors of the corporation; 5.the approval of the annual operating and capital budgets of the corporation; 6.the approval of investment advisors, outside legal counsel, and auditors for the corporation; 7.the creation or formation of a subsidiary of the corporation; and 8.the approval of non-budgeted expenditures by the corporation of such amount as the sole member may designate from time to time upon the president's recommendation.”

“The reading hospital foundation has standing committees and an executive committee. The standing committees shall be such committees as the board of directors may from time to time authorize, but shall include an executive committee. The executive committee shall have the power to transact the regular business of the corporation during the interim between the meetings of the board of directors; notwithstanding the foregoing, (i) any action taken shall not conflict with the policies and directions of the board of directors; (ii) it shall make recommendations for action to the board of directors on all matters of major importance; and (iii) no committee including the executive committee shall have the power or authority as to the following: 1.the amendment or repeal of any resolution of the board of directors; or 2.action on matters committed by these bylaws or resolution of the board of directors to another committee of the board.”

“The reading hospital foundation form 990 is prepared by hospital staff, reviewed by an external tax advisor and posted on a board portal for board members to view prior to filing. Members are alerted to information and notices. A copy of form 990 is available upon request to any board member unable to view from the portal.”

“It shall be the policy of the hospital and correspondingly reading hospital foundation to require each board member to submit in writing to the chief executive officer a list of business or other organizations of which the member, member's spouse, a descendant, or a spouse of a descendant is an officer, director, member employee or owner with which the company might reasonably enter into a relationship or a transaction in which the board member would have conflicting interests. Each year a copy of the written statement will be sent to the board member for updating and resubmission and by which the board member shall confirm his or her awareness of this policy. Procedures for addressing a conflict of interest: a. After the board or committee has determined that a member is indeed conflicted, the conflicted person may be counted in determining whether there is a quorum to act, but may not vote upon the matter. The conflicted member, or a conflicted officer who is not a member, may nevertheless make a presentation to the board or committee on the matter but, after the presentation, the conflicted person shall leave the meeting during the discussion of and vote on the matter. B. The board or committee chair may appoint one or more disinterested persons to investigate possible resolutions of the matter that are devoid of the conflict of interest. C. The board or committee shall exercise due diligence to determine whether reading hospital foundation (rhf) can address the matter more advantageously by means that avoid the conflict of interest. D. If the matter cannot be addressed more advantageously by means that avoid the conflict of interest, or if other approaches to resolution are impractical under the circumstances, the board or committee shall determine whether the proposed transaction or contract is in rhf's best interests, whether it is fair and reasonable, and whether to enter into it. E. If the board determines that there has been a violation of this policy, the board shall take appropriate disciplinary and corrective action, which may include removal (if the interested person is a board or committee member) or termination (if the interested person is an employee). Intentionally or repeatedly failing to adhere to this policy is grounds for removal from the board and its committees.”

“The compensation of executives is determined by tower health's board of directors, which has duly appointed an executive compensation committee (the "committee"), which is responsible for the review and approval of all compensation and benefits provided to the reading hospital foundation's executive management. The committee has adopted a written executive compensation philosophy statement and an executive compensation committee charter governing the work and review process of the committee. The committee follows the procedures described in the philosophy statement and the charter when it reviews and approves the compensation and employee benefits provided to senior management, including the chief executive officer and the chief financial officer. The committee's review analyzes every element of compensation, including current and deferred compensation, and benefits, including qualified and non-qualified benefits. The committee conducts its review and approval process at least annually, and approves compensation and benefits only to the extent that the committee has concluded that the compensation and benefits constitute no more than reasonable compensation for each executive. The committee consists entirely of disinterested members of the board, and the committee works with an independent compensation consultant to prepare and review in advance comprehensive data showing the compensation provided by similarly situated organizations for functionally similar positions. The committee also prepares a timely and thorough written record of its deliberations and conclusions. As a result, the committee's review process is designed to satisfy the procedural criteria necessary to qualify for the rebuttable presumption of reasonableness under the federal income tax law intermediate sanctions rules.”

“Same response as question 15a which includes key employees.”

“The organization does not make its governing documents, conflict of interest policy and financial statements available to the public.”

“Website: www.towerhealth.org/reading-hospital-foundation”

“The organization does not file forms w-2, 1099-misc or forms 1096. The organization and its related organization, reading hospital (ein 23-1352204), share administrative responsibilities. As such, reading hospital administers payments to independent consultants and furnishes forms 1099-misc, as required, and is responsible for filing reading hospital foundation's (47-3054125) form 1096 and w-2 filings.”

“Assets released from restrictions -4,476,353 intercompany elimination 647,283 total -3,829,070”