Ballad Health Foundation

“The business and affairs of ballad health foundation are overseen by the board of trustees. The foundation's board of trustees is appointed by ballad health, the sole member of this corporation. In addition to such rights of approval and consent as may be reserved to the sole member of the foundation pursuant to applicable law, transactions of the following matters by the foundation shall require the prior approval of ballad health: (a) implementation of foundation's annual budget, (b) incurring any loan or other indebtedness for borrowed money, (c) acquisition of any equipment or personal property for a purchase price in excess of $50,000 or the acquisition of any real estate, regardless of purchase price, (d) the undertaking of certain contractual commitments, (e) entering into any plan or merger or consolidation, (f) acquisition of substantially all of the assets of any other legal entity, and (g) institution of any litigation by or on behalf of the foundation.”

“Ballad health is ballad health foundation's sole member. The board of directors of ballad health is responsible for appointing the directors of the foundation's board.”

“Decisions subject to approval of members see form 990, part vi, section a, line 6 for explanation.”

“The ballad health foundation president reviewed the ballad health foundation form 990 prior to filing. A copy of the return was made available to each board member in an electronic format prior to filing.”

“The foundation is part of ballad health which has a conflict of interest policy for all members of the board of directors, the executive chair/president, executive vice presidents, senior vice presidents, and vice presidents, and applies to all ballad health organizations. All persons covered by this policy are required to complete a conflict of interest disclosure form on an annual basis. Should a conflict arise, it is the responsibility of the conflicted individual to update his or her disclosure immediately. All meetings of the board or board committees have a standing agenda item first on the agenda titled "conflicts of interest." if a member of the board or board committee has a conflict of interest involving any issue on the board agenda, he or she must declare the conflict of interest during the period allotted for disclosure. If any issue arises during a meeting in which the board member has a conflict of interest, he or she must immediately declare the conflict. While each member of the board or board committee is responsible for disclosing conflicts of interest, it is also the responsibility of any board member aware of a conflict which has not been disclosed to ensure the board is made aware. The presiding officer of a board or board committee meeting may ask a conflicted member to excuse themselves from the meeting during the discussion related to the issue with which the conflict of interest applies. Under no circumstance shall a member vote on a matter that gives rise to a potential conflict.”

“On an annual basis, ballad health's human resources (h/r) department evaluates compensation for all executives at a position level of assistant vice president and above. H/r's evaluation is based on market data obtained from independent third-party consultants for positions with similar responsibilities at similarly situated organizations. Based on this comparable data, ballad health's president & ceo evaluates the data and submits his recommendations to ballad health's board of directors for their final review and approval. In addition, ballad health offers an incentive plan to executives based on targeted achievement metrics set in advance of the pay year. Established metrics include: quality and access measures, evidence-based care scores, and value based purchasing, etc.”

“Governing documents and the conflict of interest policy are made available upon request to the appropriate parties requesting them. Financial statements are made available upon request to appropriate parties requesting them.”

“For cy24, ballad health (bh), ballad health foundation's parent organization, filed form 1096 on a consolidated basis for all subsidiaries that were required to file forms 1099-misc/nec. Ballad health foundation reimburses bh for all expenses related to vendor payments and the expenses are recorded on ballad health foundation's books.”