Vail Health Services Foundation

“Classes of members or stockholders The sole Voting Member of the Corporation shall be Vail Health Services, a Colorado nonprofit corporation, and the Corporation shall have no other members.”

“Power to elect or appoint directors the Sole member has the Exclusive power to Appoint, remove, and replace all the Elected Directors of the Corporation with or without cause.”

“governance decisions Goverance decisions of the organization are subject to approval by the Sole Voting Member (Vail Health Services).”

“Process to review the form 990 Review of the Form 990 is delegated to more qualified personnel since the Board members are not trained in tax matters. The CFO, Controller and accounting staff of Vail Clinic, Inc., dba Vail HEALTH HOSPITAL, providing services to Vail Health Services Foundation, reviews the tax form and works with an external CPA/Tax firm in the production of the Form 990. An electronic version is provided to directors and officers for review, discussion and comment.”

“Process for monitoring compliance with conflict of interest policy THE CONFLICT OF INTEREST POLICY APPLIES TO VAIL HEALTH HOSPITAL (VHH) BOARD MEMBERS, OFFICERS, MEDICAL STAFF, LICENSED INDEPENDENT PRACTITIONERS, VOLUNTEERS, AGENTS, CONTRACTORS AND EMPLOYEES. ALL BOARD MEMBERS, MEDICAL STAFF, NURSE PRACTITIONERS, PHYSICIAN ASSISTANTS, AND EMPLOYEES OF VHH ARE REQUIRED TO DISCLOSE POTENTIAL CONFLICTS OF INTEREST BY COMPLETING A CONFLICT OF INTEREST ELECTRONIC QUESTIONNAIRE UPON HIRE OR APPOINTMENT AND THEN ANNUALLY. BOARD MEMBERS AND AGENTS MUST COMPLETE AND SUBMIT CONFLICT OF INTEREST ELECTRONIC QUESTIONNAIRE TO THE CHIEF ETHICS AND COMPLIANCE OFFICER UPON HIRE OR APPOINTMENT AND THEN ANNUALLY. VOLUNTEERS MUST COMPLETE AND SUBMIT DISCLOSURE FORMS TO THE MANAGER OF VOLUNTEERS WHEN THEY BEGIN PROVIDING SERVICES TO VHH AND THEN ANNUALLY. IF DURING THE YEAR ANY NEW POTENTIAL CONFLICTS OF INTEREST ARISE, COVERED PERSONS MUST REPORT THE POTENTIAL CONFLICTS OF INTEREST IMMEDIATELY (AND PRIOR TO UNDERTAKING ANY ACTIVITY THAT MAY RAISE A POTENTIAL CONFLICT OF INTEREST). THE CHIEF ETHICS AND COMPLIANCE OFFICER, THE VOLUNTEER SERVICES PROGRAM MANAGER AND THE COMMITTEE SHALL CONSIDER THE FOLLOWING FACTORS WHEN REVIEWING COMPLETED DISCLOSURE FORMS: - WHETHER THE COLLEAGUE OR AN IMMEDIATE FAMILY MEMBER IS A PARTY TO, OR MAY DIRECTLY OR INDIRECTLY BENEFIT FROM, A PROPOSED AGREEMENT OR TRANSACTION INVOLVING VHH; - WHETHER THE COLLEAGUE'S DESIRE FOR, OR EXPECTATION OF, DIRECT OR INDIRECT EXTERNAL ECONOMIC ADVANTAGE COULD DISTORT A VHH DECISION OR ACTIVITY; - WHETHER THE COLLEAGUE OR AN IMMEDIATE FAMILY MEMBER IS ENGAGING IN AN ACTIVITY, BUSINESS, OR TRANSACTION IN WHICH VHH IS LIKELY TO ENGAGE; - WHETHER THE COLLEAGUE'S OUTSIDE ACTIVITIES MAY CONFLICT WITH RIGHTS OF, OR THE COLLEAGUE'S OBLIGATIONS TO, VHH OR VHH'S PATIENTS; - WHETHER THE CONFLICT OF INTEREST CAN BE CURED OR MANAGED BY RECUSAL OR OTHER APPROPRIATE ACTION; - WHETHER THERE IS AN APPEARANCE OF A CONFLICT OF INTEREST.”

“Review of CEO or Top Mgmt Official Compensation Executive compensation is paid and determined by a related party, Vail Clinic, Inc., DBA Vail HEALTH HOSPITAL. A FORMAL EXTERNAL REVIEW IS CONDUCTED EVERY YEAR. EXECUTIVE cOMPENSATION WAS LAST FORMALLY REVIEWED IN 2016 BY SULLIVAN COTTER. THIS rEVIEW EVALUATES TOTAL COMPENSATION OF THE EXECUTIVE AGAINST COMPENSATION DATA FOR THE SAME OR SIMILAR JOB BY INDUSTRY, REVENUE SIZE AND GEOGRAPHIC LOCATION AND OTHER FACTORS TO ENSURE THAT THE COMPENSATION PAID IS APPROPRIATE AND REASONABLE. THAT INFORMATION IS THEN REVIEWED BY THE COMPENSATION COMMITTEE AND THE BOARD OF DIRECTORS. INTERNAL REVIEWS ARE PERFORMED AS WELL AT TIME OF HIRE AND ON AN ONGOING BASIS USING COMPENSATION SURVEYS.”

“Governing documents available to the public: THE FINANCIAL STATEMENTS ARE AVAILABLE TO THE PUBLIC FOR VIEWING FOR VALID BUSINESS PURPOSES.”

“Review of Other officer, and key employee compensation Executive compensation is paid and determined by a related party, Vail Clinic, Inc., DBA Vail HEALTH HOSPITAL. A FORMAL EXTERNAL REVIEW IS CONDUCTED EVERY YEAR. Other officer, and key employee COMPENSATION WAS LAST FORMALLY REVIEWED IN 2016 BY SULLIVAN COTTER. THIS rEVIEW EVALUATES TOTAL COMPENSATION OF THE individual AGAINST COMPENSATION DATA FOR THE SAME OR SIMILAR JOB BY INDUSTRY, REVENUE SIZE AND GEOGRAPHIC LOCATION AND OTHER FACTORS TO ENSURE THAT THE COMPENSATION PAID IS APPROPRIATE AND REASONABLE. THAT INFORMATION IS THEN REVIEWED BY THE COMPENSATION COMMITTEE AND THE BOARD OF DIRECTORS. INTERNAL REVIEWS ARE PERFORMED AS WELL AT TIME OF HIRE AND ON AN ONGOING BASIS USING COMPENSATION SURVEYS.”

“Other changes in net assets: net asset change due to adoption of asc 800 2,068”