Adventist Health Physicians Network

“An Articles of Incorporation amendment was filed in January 2011 with the California Secretary of State changing the corporation's legal name to Adventist Health Physicians Network from Adventist Health California Medical Foundation.The Bylaws were amended so that the sole corporate member became the permanent member. The permanent member may admit additional members that are affiliates of the permanent member and operate a hospital in a service area in which the foundation has established clinic operations. The permanent member may terminate membership of the any member if it is in the best interest of the foundation.”

“The foundation bylaws define its board of directors to be the same individuals who are members of the Adventist Health System/West board of directors. Adventist Health System/West, a California not-for-profit religious corporation, is the permanent member of the foundation.”

“The completed Form 990 is shared with members of the 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 after their review but prior to filing.”

“During the first quarter of each year, the annual conflict of interest questionnaire is sent to board members, 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 foundation board of directors has established a Compensation 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 foundation 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 foundation CEOs and executives, with midpoints aligned with the 50th percentile of comparable system foundation data, and having a 24 percent spread from minimum to maximum (industry norm is approximately a 50 percent spread). A foundation CEO has a maximum potential incentive of 30 percent of base salary. (This incentive potential is less than the industry norm.) Other foundation executives have a maximum potential incentive of 20 percent of base salary.”

“The foundation does not make its governing documents publicly available, beyond required filings of articles of incorporation with the secretary of state. The foundation does not make its conflict of interest policy publicly available.”