Providence Foundation

“The process for determining compensation of the organization's ceo, executive director, or top management official, as well as that of any other officers or senior executives (if any), is directed by a related organization. The related organization's board committee responsible for compensation oversees the process, utilizing independent delegees within the organization as appropriate, depending on the role. In some cases, the process may utilize comparability data and analysis from a national third-party compensation firm; or, if more appropriate for the role, it may instead utilize other applicable sources of market comparability data as needed to verify reasonableness. The process also includes contemporaneous substantiation of the analysis and decision regarding the compensation arrangement. Compensation is reviewed at least annually and the process is administered to assure independence, avoid conflicts of interest, ensure reasonableness and market comparability of total compensation, and to otherwise abide by pertinent laws and regulations.”

“The process for determining compensation of the organization's ceo, executive director, or top management official, as well as that of any other officers or senior executives (if any), is directed by a related organization. The related organization's board committee responsible for compensation oversees the process, utilizing independent delegees within the organization as appropriate, depending on the role. In some cases, the process may utilize comparability data and analysis from a national third-party compensation firm; or, if more appropriate for the role, it may instead utilize other applicable sources of market comparability data as needed to verify reasonableness. The process also includes contemporaneous substantiation of the analysis and decision regarding the compensation arrangement. Compensation is reviewed at least annually and the process is administered to assure independence, avoid conflicts of interest, ensure reasonableness and market comparability of total compensation, and to otherwise abide by pertinent laws and regulations.”

“On April 15, 2020, the Board of the Foundation approved and adopted, with an effective date of July 1, 2020, the following changes to their bylaws: The foundation is organized and at all times shall be operated exclusively for the benefit of, to perform the functions of, and-to carry out the purposes of Ascension Sponsor and such other of its subsidiary organizations that qualify under Section 501(c}(3) and under section 509(a)(1) or Section 509(a)(2) of the Code, by and through Ascension and Ascension Healthcare. The Board shall consist of such members not fewer than three (3) or more than twenty-five (25) in number as shall from time to time be fixed by resolution of the Member. Unless otherwise determined by Ascension Healthcare, the Executive Director of the Foundation shall serve as ex officio Board member with vote. The corporate member has the power to decide the following matters: The appointment and removal of members to the board of the foundation; the appointment and removal of the chair of the board of the foundation; The annual performance assessment of the Board of the Foundation; and the appointment, removal and performance evaluations of the Foundation's Executive director. Ascension shall have the power to decide the incurrence of debt by the Foundation. Ascension Healthcare shall have the power to decide the following matters: changes to Articles of Incorporation or Bylaws of the foundation where such changes are not consistent with system policy; the formation of a foundation subsidiary; and major transactions involving the foundation or any foundation subsidiary. The foundation board shall consist of the following officer positions: A Chair, who shall preside over all meetings of the Board. An Executive Director, who shall be the chief executive officer of the Foundation and shall have all the duties and authorities assigned to that position. A Secretary, who shall preserve in the books of the Foundation accurate minutes of the proceedings of such meetings. He or she shall have authority to affix the Seal of the Foundation to all instruments where its use is required by statute, by law or by resolution. He or she shall perform such other duties as may be delegated by the Board. A Treasurer, who shall have the powers and duties usually associated with such office subject to limitation or extension by the Board. The Officers of the Foundation, shall each remain in office for a term which ordinarily shall consist of two (2) years for the Chair and (1) year for the Secretary and Treasurer. A majority of the Board present in person shall constitute a quorum for the transaction of business. Board members may not establish a quorum by proxy.”

“Providence foundation has a single corporate member, gulf coast health system, inc.”

“Providence foundation has a single corporate member, gulf coast health system, inc., who has the ability to elect members to the governing body of providence foundation.”

“All decisions that have a material impact to providence foundation's financial information or corporation as a whole are subject to approval by its sole corporate member, gulf coast health system, inc.”

“During the return preparation process, the tax department works with other functional areas which may include, as needed, finance, accounting, treasury, legal, human resources, and corporate compliance for advice, information and assistance in order to prepare a complete and accurate return. A complete final copy of the return is provided to designated management team members with experience in tax, in lieu of the full board.”

“The organization regularly and consistently monitors and enforces compliance with the conflict of interest policy in that any director, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of the committees with governing board delegated powers considering the proposed transaction or arrangement. The remaining individuals on the governing board or committee will decide if conflicts of interest exist. Each director, principal officer and member of a committee with governing board delegated powers annually signs a statement which affirms such person has received a copy of the conflicts of interest policy, has read and understands the policy, has agreed to comply with the policy, and understands that the organization is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish its tax-exempt purpose.”

“The organization will provide any documents open to public inspection upon request.”

“The organization utilizes an affiliate as the common pay agent. Employees reported in part vii may have duties that impact multiple related entities. Total average hours worked and compensation and benefits paid are reported. In doing so, if available, a common law employer analysis is used to determine whether the hours and compensation/benefits are reportable as attributable directly to the filing organization or another entity; otherwise, the best available information has been used as the basis for allocations utilized in the reporting.”

“The activity of providence foundation is reported in the consolidated financial statements of ascension health alliance. No individual audit of providence foundation is completed. Therefore, the audited financial statements are of ascension health alliance and affiliates, which include the activity of providence foundation.”

“Providence foundation is included in the consolidated financial statements of ascension health alliance. The finance and audit committee of ascension health alliance's board assumes responsibility for the consolidated organization as a whole.”

“The physical address for this entity is 6801 airport boulevard, mobile, al 36608. The address on page 1 is for mailing purposes only.”