Owensboro Health Foundation Inc.

“Form 990, part vi, line 6 owensboro health, inc. (oh), is the sole corporate member of owensboro health foundation, inc. (the foundation). Oh is recognized as a 501(c)(3) organization that promotes health.”

“Form 990, part vi, line 7a as the sole corporate member of the foundation, oh retains certain reserved powers over the foundation. The foundation's board of directors will elect all individuals to serve as foundation directors, subject to ratification by oh. If oh fails or refuses to ratify the election of a foundation director, then the foundation's board of directors shall elect another individual and submit his or her name to oh for ratification. This process shall continue until oh ratifies the election.”

“Form 990, part vi, line 7b the admission of additional members shall require the affirmative act of a majority of the board of directors of the foundation and owensboro health, inc.”

“Form 990, part vi, line 11b the form 990 is reviewed with the board before filing. The form 990 is also reviewed by the cfo, outside legal counsel, and by internal general counsel. Monitoring and enforcement of compliance with conflict of interest form 990, part vi, line 12c under the foundation's conflict of interest policy, each director, officer, member of a committee with board-delegated power, and key employee is required annually to complete the following: (1) confidentiality statement, (2) disclosure certificate, and (3) independence and related party questionnaire. These disclosures are reviewed and retained by the chief legal officer of oh, who is also in the approval chain for all oh contracts. All completed contracts are maintained by the legal office in a searchable database (through compliance 360). Oh maintains a compliance hotline through which anyone with knowledge of a conflict of interest or improper vendor relationship can anonymously report suspected violations of the oh policy. Process for determining compensation form 990, part vi, line 15a the foundation did not compensate its top management official, who is an employee of its parent organization, oh. However, the top management official is compensated by oh using a process that complies with the rebuttable presumption of reasonableness. The foundation defers to oh on these matters. Oh's compensation process is as follows: -total compensation is the sum of each executive's base salary, incentive opportunity, benefits, and perquisites. - our total compensation philosophy will apply to all executives of the organization. -cash compensation and benefits plans provisions will be, on average, competitive with those healthcare organizations within which we compete for executive talent. Our labor market is defined as successful and comparably sized healthcare organizations on a national level. Success is measured in terms of financial and operational performance and market leadership. -competitive positioning of base salaries, as reflected by the salary range midpoints, will be at the 50th percentile. Executives may be placed above or below the salary range based on the: executive's knowledge, competencies, and experience; performance of the executive's area of responsibility; the executive's contribution to the organization's overall performance; internal equity considerations; the financial resources available; and, executive base salary increases provided in the competitive market. -annual incentive opportunities will be positioned between the 50th and 75th percentile depending on the degree to which performance goals aremet or exceeded. Total cash compensation, as reflected by base salaries and annual incentives, will also be positioned between the 50th and 75th percentiles and will be influenced by performance results as measured against established goals. -the organization will provide appropriate and competitive supplemental benefits and perquisites delivered in a flexible structure to allow for individual choice and based on the organization's mission and business needs. -our executive compensation plan will be designed, managed and maintained in a manner that will: support and complement our mission, management philosophy, short- and long-term business strategies, and employee relation's goals. Attract and retain executives with the right skills, abilities and motivation to achieve our business objective. Ensure the executive total compensation is reasonable and competitive. -our cash compensation and benefits plans will be reviewed and adjusted periodically to meet the changing business and organizational characteristics of our organization and its executive staff. The compensation of each individual executive will be reviewed and approved in a manner consistent with the intermediate sanction tax regulations.”

“Form 990, part vi, line 19 the organization's form 1023 and form 990 are available for public inspection upon request. The organization's form 990 is also available on guidestar's database available at www.guidestar.org. The organization's articles of incorporation are available on the kentucky secretary of state's website at https://app.sos.ky.gov/ftsearch/. Otherwise, the organization does not make its governing documents or conflict of interest policy available to the public.”