Seattle Science Foundation

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

“Actions related to the election, removal or filling of vacancies on the Board of Directors must receive final approval by the Corporate Member.”

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

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

“Each company that Seattle Science Foundation does business with is required to provide a Form W-9. Internal accounting checks for conflicts of interest at this time. Additionally, the Board and employees are required to sign a conflict of interest statement annually. The Board members working for Providence Health & Services and the Officers of Western HealthConnect are subject to the following policy: Providence Health & Services maintains a conflict of interest policy that applies to board members and management of all Providence-related organizations. The purpose of the policy is to guide and direct those serving the Providence Health & Services' corporations and other legal entities so they can (1) fulfill their fiduciary responsibilities and exercise stewardship in ways that promote and protect the best interests of Providence and, (2) avoid situations that create a conflict, or the appearance of a conflict, between the interests of an individual associated with Providence and Providence. On an annual basis, each board member and management level employee must complete and submit an updated conflict of interest statement. Conflict of interest disclosures are reviewed by the System Integrity Department working in conjunction with the Department of Legal Affairs. If it is determined that an actual conflict exists, appropriate follow-up action is taken with the individual to rectify the conflict.”

“The following process is followed for employees of Seattle Science Foundation: For the Executive Director and VP/Chief Scientific Officer, the Board conducted a survey of similar positions and the Executive Committee approved their compensation packages. Compensation for other employees is evaluated by the CEO & Executive Director with input from the Chairman and Treasurer. Studies are completed by the Chairman's HR Department as needed for comparative purposes. For the Board members employed by Providence Health & Services and the Officers of Western HealthConnect, the following process applies: It is Providence's and Western HealthConnect's intention to make financial information accessible and transparent. Although the filing of Form 990 provides insight into how these organizations achieve their Mission, deliver its programs and stewards its finances, deciphering the information directly from Form 990 can be challenging. The following paragraphs provide further information about the process we use to determine compensation for top management, officers and key employees. Providence and Western HealthConnect have a single fiduciary Board, with responsibility for financial oversight associated with fulfillment of the Providence and Western HealthConnect missions, developing system policies, protecting the assets entrusted to the organization and overseeing the strategic and operational affairs of all related legal entities. The parent organizations also maintain a network of community boards with responsibility for quality of care oversight, community relations, advocacy and community needs assessments. Providence and Western HealthConnect have a consistent compensation philosophy for all of their employees, including the senior executives. Salaries for senior executives are reviewed by the Board's Human Resources Committee and approved by the full Board of Directors, none of whom is an employee. The Board retains an independent consultant each year to review salaries of those in the most significant leadership roles in the organization. Part of the consultant's role is to review an extensive array of compensation surveys of large, not-for-profit health care systems in the United States. Providence/Western HealthConnect is one of the largest health systems in the country, and as such, the Board benchmarks executive compensation against other large, not-for-profit health systems whose revenue is similar. Additionally, the labor market continues to spread across health care and into general industry. Because of this, the entities also take into consideration general industry for-profit market data, where applicable. Base salaries for the executives are set at the median level of the market, as identified by the independent consultant and reviewed with the Human Resources Committee. Performance incentives allow executives to earn additional compensation if they achieve specific organizational goals for furthering the operating commitments and strategic objectives - advancing the missions and core values, meeting benchmarks for charity care, achieving quality targets, delivering top-rated patient satisfaction, meeting employee satisfaction goals and reaching financial performance objectives. The Board of Directors conducts a thorough process to ensure performance incentives are aligned with appropriate practices for not-for-profit health care systems. The Board's process for executive compensation fully complies with IRS standards and mirrors the best practices recommended in the "Report to Congress and the Nonprofit Sector on Governance, Transparency, and Accountability" submitted to the Senate Finance Committee by the Panel on the Nonprofit Sector.”

“Governing documents, conflict of interest policy and the financial statements of the organization are available to the public on request. Copies of the Consolidated Health System financial statements are available at www2.providence.org.”

“As part of our community engagement initiative, the Seattle Science Foundation provides a series of volunteer opportunities to students and medical professionals. Clinical Anatomy Research Internship The Seattle Science Foundation partners with organizations like the Washington State Opportunity Scholarship Fund and College Success Foundation to help high school and undergraduate students in Washington State who are the first in their families to attend college. Interns not only have a unique opportunity to work alongside Dr. R. Shane Tubbs, world renowned clinical anatomist and editor of Gray's Anatomy, but they are involved in a series of cadaveric dissections, participate in continuing medical education courses and able to shadow a number of our physician champions in clinic, OR and research facilities. In addition, they are able to be listed as authors of any peer reviewed publication that they worked on during their time at the Seattle Science Foundation. It is an incredible resume builder and one way that many of our interns are able to stand apart from other applicants applying for entrance to college or medical school. Benefit to the Seattle Science Foundation * The interns are able to assist the Seattle Science Foundation in a number of research projects for our peer reviewed publications and books. * Through the internship program, the Seattle Science Foundation is able to support students (high school and undergraduate), interested in entering the medical or scientific field. * Enables the Seattle Science Foundation to support local non-profit organizations to provide opportunities for their students to engage in the medical or scientific field. Student opportunities through the SSF internship include: 1) Research Experience 2) Author Credits in a Peer Reviewed Medical Journal 3) Hands-On Cadaveric Dissections 4) Job Shadows (Medical and Scientific Professionals) 5) Networking 6) Attendance at Continuing Medical Education Trainings Clinical Anatomy Research Fellows The Seattle Science Foundation boasts a large group of clinical anatomy research fellows from partnering medical centers and research organizations who together are helping change the way we move forward with our understanding of human anatomy. The clinical anatomy research fellows have primarily completed a medical or doctorate program and are committed to spending one to three years of anatomy training working under Dr. R. Shane Tubbs, Chief Scientific Officer at the Seattle Science Foundation.”

“AFFILIATION AGREEMENTS Effective April 1, 2016, the Health System (Providence Health & Services) entered into a business combination agreement with the Institute for Systems Biology (ISB). The transaction was accounted for as an acquisition under ASC 958-805. On July 1, 2016, Providence Health & Services (PHS) and St. Joseph Health System (SJHS) entered into a business combination agreement, the purpose of which was to better serve both organizations' communities, maintain strong traditions of Catholic healthcare, and provide greater affordability and access to healthcare services. As part of the business combination, PHS and SJHS aligned under a single parent corporation, Providence St. Joseph Health, with a consolidated board of directors and cosponsorship from the public juridic persons Providence Ministries and St. Joseph Health Ministry. SJHS provides a full range of care facilities including 16 acute care hospitals, home health agencies, hospice care, outpatient services, skilled nursing facilities, community clinics, and physician groups spanning California, west Texas, and eastern New Mexico. The results of operations of these entities have been included in the combined statements of operations of the Health System since July 1, 2016, the effective date of the business combination.”