St Lukes Episcopal Health System Foundation

“Management of the corporation recommended to the board of directors of st. Luke's health system corporation ("slhs") that the organization be merged with and into slhs such that the organization will cease to exist. As the sole corporate member of slhs foundation, the slhs board of directors acted on behalf of the slhs foundation and approved the merger.”

“St. Luke's health system foundation shall have one member, that being st. Luke's health system corporation.”

“The board of directors shall consist of not less than five elected members, shall be elected annually for a term of at least one year. Elections shall be made based on nominations made by st. Luke's health system corporation.”

“The board of directors shall have full power and authority to manage and direct the business, operations, and affairs of the corporation.”

“St. Luke's health system foundation's form 990 was prepared by the tax department of st. Luke's health system corporation, utilizing information provided by st. Luke's health system corporation and its related entities. It is then reviewed by management prior to its filing with the irs.”

“Primary monitoring of conflict of interest is done through annual polling of officers, directors, and key employees for potential conflicts. Conflict of interest submissions are reviewed by the corporate compliance officer and senior counsel who bring actionable items to the board. If the institution determines that a significant possibility exists that there is a conflict of interest, the individuals involved will be required to refrain from making a decision or taking any action until the matter can be fully investigated and a decision made as to whether a conflict exists. If a conflict is confirmed, a plan for alleviating or managing the conflict is implemented. Individuals with potential conflicts may be asked to recuse and absent themselves from meetings in which an alleged conflict is discussed if so doing would better assure the integrity of the process.”

“St. Luke's health system corporation and related entities have a written general policy related to document retention and destruction. Documents and records are retained for various federal, state or other jurisdiction statutes for medical or financial review on a department by-department basis.”

“St. Luke's health system foundation does not compensate its officers and directors directly. The parent organization, st. Luke's health system corporation (slhs) pays compensation for the officers and directors. The slhs compensation committee meets as needed, but typically meets two times per year. This committee consists of three outside directors. Its function is to make recommendations/decisions on salary and benefits for key executives. Various data are utilized in decision-making including compensation consultants, management's level of achievement of stipulated performance targets, external surveys, and local market conditions. Permanent minutes are prepared and reviewed by compensation committee members prior to their ratification. These minutes are sufficiently detailed to provide substantiation of the decisions made by the committee with regard to each key executive's compensation and benefits. A report is made to the full board by the compensation committee chair at which time ratification of committee action is voted by the board.”

“St. Luke's health system foundation does not compensate its officers and directors directly. The parent organization, st. Luke's health system corporation (slhs) pays compensation for the officers and directors. The slhs compensation committee meets as needed, but typically meets two times per year. This committee consists of three outside directors. Its function is to make recommendations/decisions on salary and benefits for key executives. Various data are utilized in decision-making including compensation consultants, management's level of achievement of stipulated performance targets, external surveys, and local market conditions. Permanent minutes are prepared and reviewed by compensation committee members prior to their ratification. These minutes are sufficiently detailed to provide substantiation of the decisions made by the committee with regard to each key executive's compensation and benefits. A report is made to the full board by the compensation committee chair at which time ratification of committee action is voted by the board.”

“St. Luke's health system corporation and its related entities have not adopted or created a general policy providing for the disclosure of certain documents. In practice, these documents have been made available to the public upon written request only.”

“Asset transfer to slhs - -483716;”