Commonwealth Health Foundation Inc

“Members ---------------------------------------- the articles/bylaws of the corporation provides for a member, the role of which is filled by commonwealth health corporation. The bylaws state the approved nominees for director shall be submitted to the board of directors of commonwealth health corporation. Notwithstanding any terms or conditions contained herein relative to numbers, classes or terms of directors, the chairman of commonwealth health corporation board of directors or his/her designee, the chief executive officer of the medical center, the chief executive officer of commonwealth health corporation or his/her designee and the chief financial officer of the medical center shall be ex officio directors, shall be counted for quorum purposes and shall have all the rights and privileges of other directors including the right to vote on all matters properly before the board.”

“Power of members ---------------------------------------- the foundation's bylaws allow the parent, commonwealth health corporation, final approval or rejection of all board members of the foundation.”

“Process to review form 990 ----------------------------------------- form 990 is placed electronically on a company website used to share information with board members. Each board member is provided access to this website and is asked to review form 990 prior to a designated date on which the return will be filed. At least two weeks of advance notice is given to board members so they may review the return.”

“Monitoring the conflict of interest policy ------------------------------------------ the commonwealth health corporation (chc) (applicable to the corporation and/or its affiliates) code of conduct explicitly states members of the board, administration, the medical staff and all employees are expected to avoid conflict of interest. Further, it requires disclosure of any potential conflicts of interest in a timely manner. All individuals sign an acknowledgement upon employment that they have received a copy of the code of conduct, are familiar with its content, and understand their responsibilities to avoid noncompliant activity. Chc's regulatory compliance committee (rcc) reviews and approves all contracts between chc and/or its affiliates and disqualified entities. The review is designed to identify potential conflicts of interest by board members and/or officers. Rcc members are prohibited from taking part in decisions regarding transactions with which he/she has a conflict of interest. Annually, written inquiry is made by questionnaire of board members and officers seeking disclosure of conflicts of interest of information that relates to family members. Transactions arising are reviewed by management as they occur.”

“Determining compensation ----------------------------------------- commonwealth health foundation is part of an integrated healthcare delivery system whose parent is commonwealth health corporation, inc (chc). Compensation for all affiliates is overseen and coordinated through chc. Chc uses independent consultants to annually review compensation. Compensation-related determinations are conducted in accordance with applicable requirements of the internal revenue code and regulations to qualify for the presumption that the compensation is reasonable, including but not limited to approval by an authorized committee of the board of directors who do not have a conflict of interest, obtaining and relying on appropriate data as to comparability, and concurrent documentation of the basis for the compensation determinations.”

“Making documents available to the public ------------------------------------------ governing documents, conflict of interest policy, and financial statements are only made available if required, and in the manner required, by a governing agency.”

“Program service accomplishments ----------------------------------- key focus to accomplish this was made through the sponsorship of and assistance to specific projects and programs designed to improve healthcare for residents of south central kentucky through support of the commonwealth health free clinic, inc., a non-profit clinic providing medical and dental services, and support of other non-profit affiliate healthcare activities, including the bowling green warren county community hospital corporation.”

“Other changes in net assets ------------------------------- change in beneficial interest ($37,012) rounding (2) ---------- (#37,014)”

“Oversight process ----------------------------------------- the board of directors assumes responsibility for oversight of the audit of the financial statements and selection of the independent accountant. No processes have changed from prior year.”

“Description:contract fees total fees:26956”

“Description:employee support fees total fees:129532”