Willits Hospital Inc.

“The hospital is organized as a not-for-profit religious corporation. The sole corporate member is Adventist Health System/West, a California not-for-profit religious corporation. The hospital operates as an affiliate of Adventist Health System/West.”

“Part VI, Line 7aThe hospital bylaws define its board of directors to be the same individuals who are members of the Adventist Health System/West board of directors.Part VI, Line 7bThe sole corporate member, Adventist Health System/West, must approve all changes to the articles of incorporation and bylaws.”

“The completed Form 990 is shared with members of the corporation's board of directors by electronic communication for their review prior to filing. A special board meeting is scheduled to answer questions and receive input from the board prior to filing.”

“During the first quarter of each year, the annual conflict of interest questionnaire is sent to board members, hospital officers, key employees, and department directors for completion and signature. The questionnaire is accompanied by a letter of explanation, to illustrate examples of a conflict and to remind the recipient that if any perceived conflict should arise before the next annual questionnaire, he/she is to notify the CEO immediately. The corporate internal audit staff review these questionnaires and disclosures each year during the audit process.”

“See explanation of process for setting CEO compensation below on Form 990, Part VI, Line 15b explanation.”

“The hospital board of directors has established a Human Performance Committee to oversee the executive compensation program. This committee is composed of independent directors with no conflicts of interest. The committee performs the following functions: recommends a total compensation philosophy to the board; assures compliance with the board-approved philosophy; meets annually to review comparability data from outside consultants; recommends any adjustments to current executive compensation, including salary ranges for hospital CEOs and CFOs, that would be indicated by the data; evaluates executive performance against annual goals; recommends appropriate incentive awards to the board for approval; follows a diligent process that meets regulatory requirements for a rebuttable presumption of reasonableness; records committee deliberations and decisions in timely minutes; selects, engages and supervises any consultant hired to advise and provide comparability data.The board-approved executive compensation philosophy specifies that salary ranges will be established for executives with midpoints set at the median of the peer group and having a 50 percent spread (about 20% above and below midpoint) from minimum to maximum. The system CEO and Sr Vice Presidents (Executive Cabinet) have a maximum potential incentive of 30 percent of base salary. (This incentive potential is less than the industry norm.) Other executives have a maximum potential incentive of 25 percent of base salary.”

“The hospital does not make its governing documents publicly available, beyond required filings of articles of incorporation with the secretary of state. The hospital does not make its conflict of interest policy publicly available. The hospital files monthly/quarterly summary financial reports with the state health planning agency.”

“Transfers to related orgs = -$3234203”