Pacmed Clinics

“The organizing documents were amended to reflect the new Sole Corporate Member as Western HealthConnect.”

“The sole Corporate Member is Western HealthConnect, a Washington nonprofit corporation.”

“The following powers are reserved to and exercised exclusively by the Corporate Member: 1) To amend or repeal the Articles of Incorporation or Bylaws. 2) To approve the acquisition of assets, the incurrence of indebtedness or the lease, sale, transfer, assignment or encumbering of the assets. 3) To approve the dissolution, liquidation, consolidation or merger with another corporation or entity with concurrence of the PacMed Community Board. 4) To approve the annual operating and capital budgets. 5) To appoint certified public accountants and receive the annual audit report from such accountants.”

“The Form 990 is prepared internally by experienced staff and reviewed by the Tax Director of Providence Health & Services and external tax advisors. The Board of Directors reviewed the Form 990 prior to filing with the IRS.”

“The compliance committee of the board is charged with monitoring proposed or ongoing transactions for conflicts of interest and addressing any potential or actual conflicts. Pursuant to the conflicts of interest policy, an annual conflict of interest questionnaire, aimed at determining any family and business relationships and transactions or other transactions that may pose a potential conflict, is distributed to all covered persons (i.e., board members, officers and executive leadership or key employees). Covered persons are required to disclose real or potential conflicts at the time when such conflicts arise. When someone becomes a covered person and annually thereafter, each covered person is required to sign a statement affirming that he/she: (1) has received a copy of the conflicts of interest policy; (2) has read the policy and understands said policy; and (3) agrees to comply with all requirements of the policy, including completing the conflicts of interest questionnaire. The completed questionnaires are reviewed by the compliance committee and any persons with actual or potential conflicts are informed via written communication. The procedures for addressing any conflict of interest include, but are not limited to, the following: (1) the conflicting interest is fully disclosed to the board; (2) the interested person responds to factual questions related to the substance of the transaction or arrangement being considered, after which he/she shall leave the meeting; (3) the person with the conflict of interest is excluded from the discussion and approval of such transaction; (4) alternatives to the proposed transaction are investigated, competitive bids or comparable valuations are obtained; (5) any conflicting issues during the course of a board meeting which cannot be resolved is referred to the governance committee; and (6) the transaction or action must be approved by a majority of disinterested persons.”

“The board, through its compensation committee charter adopted April 27, 2006, established a requirement that any compensation arrangement for the CEO or any other "disqualified persons" (as defined in section 4958 of the internal revenue code of 1986, as amended (the "IRC") be established pursuant to a process that is consistent with the organization's status as an entity described in section 501(c) (3) of the IRC. The process established by the committee requires that compensation paid to such individuals be reasonable, that decisions with respect to such individuals' compensation be determined by disinterested persons based on appropriate comparability data, and that the organization contemporaneously document the basis for such decisions.”

“The organization makes its governing documents and conflict of interest policy available upon request. The financial statements are summarized in the company's community service report which is also available upon request.”

“Purchased Services - Non Medical: Program service expenses 3,024,436. Management and general expenses 2,365,998. Fundraising expenses 0. Total expenses 5,390,434. Purchased Services - Medical: Program service expenses 62,317,037. Management and general expenses 0. Fundraising expenses 0. Total expenses 62,317,037. Transcription: Program service expenses 280,154. Management and general expenses 10,594. Fundraising expenses 0. Total expenses 290,748. Agency/Contract Labor: Program service expenses 2,317,175. Management and general expenses 687,827. Fundraising expenses 0. Total expenses 3,005,002. Professional Services/Consultants: Program service expenses 2,539,113. Management and general expenses 2,123,307. Fundraising expenses 0. Total expenses 4,662,420. Repairs & Maintenance: Program service expenses 792,634. Management and general expenses 537,702. Fundraising expenses 0. Total expenses 1,330,336.”

“Gain on Affiliation 14,780,427.”

“As a result of the Affiliation with Providence Health & Services, the financial information for Pacific Medical Center was included in the consolidated financial statements of the Providence Health System and under the supervision of the Audit & Compliance Committee. The Providence Health & Services Audit and Compliance Committee assists the Board of Directors with the oversight of the integrity of the System's consolidated financial statements and reporting, the audit process and the System's internal financial controls and policies; compliance with ethical, legal and regulatory standards and requirements; the independence, qualifications and performance of the System's internal and external auditors; the System's investment committee; and informs the Board of Directors of critical risk areas and recommended mitigation.”

“AFFILIATION AGREEMENTS Effective March 1, 2014, Providence Health & Services (Health System) entered into an affiliation agreement with Sisters of Charity of Leavenworth Health System (SCL) to transfer sponsorship of Saint John's Health Center (Saint John's) to the Health System. Saint John's operates a nonprofit medical center, a cancer institute, and physician clinics to serve the Santa Monica, California community and surrounding area. Effective May 1, 2014, the Health System entered into an affiliation agreement with PacMed Clinics (PacMed). PacMed is a private, nonprofit, multi-specialty medical group with nine clinics in the Puget Sound area and more than 150 primary care and specialty providers at the date of affiliation. Pursuant to the affiliation agreement, Western HealthConnect became PacMed's sole corporate Member. No cash or other purchase consideration was transferred to effect the affiliation. Effective June 13, 2014, the Health System entered into an affiliation agreement with Kadlec Health System (Kadlec). Kadlec operates a nonprofit medical center, a neurological resource center, a supporting foundation, and physician clinics to serve the tri-cities area of Kennewick, Pasco, and Richland, Washington. Pursuant to the affiliation agreement, Western HealthConnect became the sole member of Kadlec. No cash or other purchase consideration was transferred to effect the affiliation.”