Billings Clinic Foundation

“Form 990, Part VI, Section A, Line 2 - The following persons have a business relationship with N Wolter, MD based on his position as the CEO of Billings Clinic: R Hurd, MD; P Coon, MD; F Gunville, MD; N Iversen, RN; EJ Duncan, and M Goplen. The compensation for these individuals is paid by Billings Clinic.”

“Form 990, Part VI, Section A, Line 6 - The Billings Clinic is sole member of the Billings Clinic Foundation corporation. As the sole member of Billings Clinic Foundation as stated in the Billings Clinic Foundation bylaws, Billings Clinic has the authority without limitation to (a) appoint all directors of the Corporation; (b) remove any director; (c) approve nominees for appointment of President of the Corporation, before the appointment becomes effective; (d) approve all amendments to the Corporations Articles of Incorporation and Bylaws before the amendments become effective; (3) approve any plan of merger, reorganization or consolidation involving the Corporation; (f) approve any plan to sell, lease or dispose of substantially all of the corporations assets; (g) approve any plan of”

“Form 990, Part VI, Section A, Line 7A - The Billings Clinic is sole member of the Billings Clinic Foundation Corporation. As the sole member, Billings Clinic has the authority without limitation to (a) appoint all directors of the Corporation; (b) remove any director; and (c) approve nominees for appointment of President of the Corporation, before the appointment becomes effective.”

“Form 990, Part VI, Section A, Line 7b - Billings Clinic, as sole member of the Billings Clinic Foundation corporation, has authority without limitation to (a) approve all amendments to the Foundations articles of incorporation and bylaws; (b) approve any plan of merger, reorganization or consolidation; (c) approve any plan to sell, lease or dispose of assets; (d) approve any plan of dissolution or liquidation, and (e) choose the independent certified public accounting firm to audit the books, records, and financial statements.”

“Form 990, Part VI, Section B, Line 11b - This form 990 was reviewed in detail by the Executive Committee and then highlighted with and approved by the Billings Clinic Foundation Board of Directors prior to filing.”

“Form 990, Part VI, Section B, Line 12c - Officers, Directors, and Key Employees are required to update and submit a signed statement annually that discloses any relationships or situations that may give rise to a conflict of interest. Should a conflict of interest occur, the individual will abstain from any discussion or vote on that topic.”

“Billings Clinic Foundation does not have any employees. The President and other staff of the Foundation are employees of Billings Clinic. Billings Clinic has an executive compensation program administered by independent trustees following best practices and the highest regulatory standards expected of a not-for-profit organization. They follow a Billings Clinic Board approved charter and overall executive compensation philosophy which defines the market as a comparable set of not-for-profit health care delivery systems. They look at relevant market data of similar roles in similar organizations. It requires annual disclosure of the committees actions and decision to the full Billings Clinic Board of Directors.”

“Form 990, Part VI, Section C, Line 19 - Policies, governing documents, and financial statements are available upon request.”

“Management has evaluated their income tax positions under the guidance included in ASC 740. Based on their review, management has not identified any material uncertain tax postions to be recorded or disclosed in the financial statements. Form 990, Part III, line 4d - Other program services represent grant funds for related programs outside of Billings Clinic.”