St Luke'S Health Foundation Ltd

“St. Luke's Health System, Ltd. is the sole member of St. Luke's Health Foundation, Ltd. (Foundation).”

“The Executive Director of St. Luke's Health Foundation, Ltd. (Corporation) is appointed by the President and CEO of St. Luke's Health System, Ltd. (Member). St. Luke's Health System, Ltd. is the sole member of the Corporation.”

“The following actions by St. Luke's Health Foundation, Ltd. (Foundation) must be approved by its sole member, St. Luke's Health System, Ltd.: (1) Amendment or restatement of the Articles of Incorporation or the Bylaws of this Foundation. (2) Purchase, sale, lease, disposition, hypothecation, exchange, gift, pledge or encumbrance of any interest in real or personal property, provided, however, that in accordance with prudent business practices and guidelines as necessary to conduct its regular business activities, Foundation may take action for such matters approved from time-to-time by the Member. (3) Appointment and removal of the directors of this Foundation or increasing or decreasing the number of directors to serve on the Board of Directors of this Foundation. (4) Enter into any loan agreements for the purpose of borrowing money. For purposes hereof, the term "borrowing" shall include any commitment for the payment of money pursuant to any contract. (5) Any change in the formal or informal expressions of philosophy or purpose of this Foundation. (6) Merger, consolidation, reorganization or dissolution of the Foundation. (7) Sale, lease, mortgage, pledge or other disposition of all or substantially all of the assets of the Foundation. (8) Creation of a subsidiary of the Foundation or its participation in any business entity, including, without limitation, any corporation, unincorporated association, partnership, joint venture, consortium or cooperative. (9) Expend funds in excess of its approved annual aggregate operating and capital budgets. (10) Appointment of the independent auditor or corporate counsel that is different from the auditor or counsel of the member. (11) Any transaction of the Foundation in which a director or officer of the Foundation has a material financial interest. (12) Open accounts with banks, trust companies, or other depositories for handling of financial transactions related to the Foundation.”

“The Form 990 is reviewed by an independent public accounting firm based on audited financial statements of the St. Luke's Health System and with the assistance of the organization's finance and accounting staff. A complete copy of the Form 990 is made available to the Board of Directors prior to filing.”

“The organization annually reviews the conflict of interest policy with each board member and also with new board members. Persons covered under the policy include officers, directors, senior executives, non-director members of Board committees, and others as identified by a senior executive. At all levels the board is responsible for assessing, reviewing, and resolving any conflicts of interest that have been disclosed by a covered person, or a conflict of interest disclosed by a covered person with respect to a covered person other than himself/herself. Where a conflict exists, the affected parties must recuse themselves from participating in any discussion and/or vote related to the conflict.”

“Executive compensation is set by St. Luke's Boards of Directors and is reviewed annually. Compensation levels are based on an independent analysis of comparable pay packages offered at similar institutions across the country, with the goal of placing executives in the 50th percentile in aggregate of those surveyed. These surveys are usually done annually.”

“The organization's governing documents, conflict of interest policy, and financial statements are not available to the public. Form 990 is available for public inspection on our website, which contains financial information.”

“Allocation of Compensation and Hours: It should be noted that the hours reported for the officers, key employees, and highest paid employees are based on a minimum 40 hour work week. However, due to the demands of their roles within the St. Luke's Health System, the hours worked by these individuals often exceed the minimum required 40 hours.”

“Accounts payable and payroll process are consolidated at the supporting organization level (St. Luke's Health System, Ltd). Therefore, corresponding reporting for 1099's and W-2's occurs at that level.”