Legacy Foundation of Kentuckiana Inc.

“Legacy foundation of kentuckiana inc's articles were amended to change the name of the corporation from health foundation of kentuckyone, inc. To legacy foundation of kentuckiana inc. Additionally, section 6 of the articles was amended to state that: the corporation is organized and operated exclusively for the benefit of, to perform the functions of, or to carry out the charitable, scientific, and educational purposes within the meaning of section 501(c)(3) of the irc of 1986, as now in effect or as subsequently amended (the "code) of kentuckyone health, inc. Legacy foundation of kentuckiana inc's bylaws were amended to change the organization's sole corporate member from saint joseph health system, inc. To kentuckyone health, inc.”

“According to the bylaws of legacy foundation of kentuckiana, inc. The entity's sole member is kentuckyone, inc., a kentucky nonprofit corporation.”

“According to the organization's bylaws, directors shall be appointed or refused by the corporate member. The corporate member may appoint one or more individuals to the board of directors, and may at any time remove, with or without cause, any member of the board of directors. According to the organization's bylaws, directors of the corporation shall be appointed by the corporate member no later than june 30 of each year. The names and qualifications of each individual accepted by the board of directors shall be submitted to the corporate member, who shall appoint or refuse each nominee in accordance with the governance matrix. The corporate member may unilaterally appoint one or more individuals to the board of directors should the board fail to furnish the corporate member with a list of individuals qualified to serve on the board of directors of the corporation. (chcf reserved rights) except as otherwise provided in the corporation's articles of incorporation or the laws of the state of organization, catholic health care federation ("chcf") shall have such rights as are reserved to the corporate member, acting in its capacity as the membership body of chcf, under the governance matrix.”

“The organization's corporate member is kentuckyone health, inc. Pursuant to section 5.4 of the organization's bylaws, both kentuckyone health, inc. And commonspirit health (kentuckyone health, inc.'s sole corporate member) have reserved powers as outlined in the commonspirit health governance matrix. Pursuant to the governance matrix the following rights are held by the kentuckyone health, inc. Board: - approve members of the legacy foundation of kentuckiana inc. Board - amendment of the corporate documents of legacy foundation of kentuckiana inc. - approve removal of a member of the governing body of legacy foundation of kentuckiana inc. - adoption of long range and strategic plans for legacy foundation of kentuckiana inc. The following rights are reserved to the commonspirit health board directly or through powers delegated to the commonspirit health chief executive officer: - substantial change in the mission or philosophy of the legacy foundation of kentuckiana inc. - removal of a member of the governing body of the legacy foundation of kentuckiana inc. - approval of issuance of debt by legacy foundation of kentuckiana inc. - approval of participation of legacy foundation of kentuckiana inc. In a joint venture - approval of formation of a new corporation by legacy foundation of kentuckiana inc. - approval of a merger involving legacy foundation of kentuckiana inc. - approval of the sale of all or substantially all of the assets of legacy foundation of kentuckiana inc. - to require the transfer of assets by legacy foundation of kentuckiana inc. To commonspirit health to accomplish commonspirit health's goals and objectives, and to satisfy commonspirit health debts. Pursuant to section 5.5 of the organization's bylaws, kentuckyone, inc. Or commonspirit health may, in exercise of their approval powers, grant or withhold approval in whole or in part, or may, in its complete discretion, after consultation with the board and its president and the chief executive officer of the organization, recommend such other or different actions as it deems appropriate. (chcf reserved rights) except as otherwise provided in the corporation's articles of incorporation or the laws of the state of organization, catholic health care federation ("chcf") shall have such rights as are reserved to the corporate member, acting in its capacity as the membership body of chcf, under the governance matrix.”

“Once the return is prepared, the return is reviewed by the president and vice president of finance. After the review, the tax department files the return with the appropriate federal and state agencies, making any nonsubstantive changes necessary that effect e-filing.”

“The organization has a conflicts of interest ("coi") policy (the "policy") in place to protect the interests of commonspirit health ("commonspirit") in circumstances that may result in a conflict between personal interests of a person and the interests of the organization and those it serves. The policy was last updated during the tax year ended 6/30/2021. Commonspirit's coi policy applies to commonspirit, its direct affiliates and subsidiaries and any related entity the governing documents of which require the entity to comply with commonspirit policy (collectively the "system entities"). The following persons are required to disclose actual or potential conflicts of interest at least annually (via a formal system-administered survey) if the person's affiliation with commonspirit continues: - members of corporate and community boards of system entities - members of committees of corporate and community boards of system entities - members of the executive leadership team ("elt") of commonspirit - corporate officers of system entities - key employees and highest compensated employees as specified by the internal revenue service for form 990 purposes who are not otherwise included in the categories above - employees of system entities at the vice president level and above - all individuals engaged in research at institutions owned or operated by a system entity - select employees as determined from time to time by leadership disclosure, review, and management of perceived, potential, or actual conflicts of interest are accomplished through a defined coi disclosure review process. Each person is required to promptly and fully disclose any situation or circumstance that may create a conflict of interest as soon as she/he becomes aware of it. In addition, at the inception of an individual's relationship with commonspirit (e.g. Hiring, board appointment), and for certain positions, annually thereafter, written conflict of interest disclosure forms must be completed. A failure to disclose may result in disciplinary or corrective actions. Reported potential or actual conflicts of interest are initially reviewed by legal, corporate responsibility or research integrity staff. If necessary, a conflict of interest management plan is developed, which plan shall be subject to acceptance by the appropriate direct manager, supervisor, medical staff office, board or board committee (for board, board committee, elt or corporate officer conflicts), or other appropriate individual or body. Once accepted, the conflict of interest management plan is communicated to the person with the actual or potential conflict and the individual must conduct themselves in conformity with the plan. In the event that a transactional conflict interest arises in connection with a system entity board meeting, the conflicted individual must disclose that conflict prior to or at the beginning of the meeting in which the matter is to be considered. The conflicted individual is excluded from voting on the transaction and is prohibited from using personal influence with respect to the matter, but is not prohibited from providing input if requested to do so.”

“Line 15a: the organization's top management official's compensation was paid by commonspirit health, a related organization the commonspirit health board of stewardship trustees appoints a human resources and compensation committee, comprised exclusively of independent directors, who are accountable for approving reasonable compensation packages for each officer and certain key employees (including the president/ceo). The human resources and compensation committee approves, consistent with the organization's philosophy and principles, the annual performance goals and criteria to be used in determining merit increases and variable compensation criteria for officers and key executives. The human resources and compensation committee also engages an independent consultant as necessary and qualified independent compensation and benefits specialists (independent experts) to review, analyze and provide benchmarking data for the total compensation and benefits packages of officers and key executives. Appropriate comparable data is obtained from the independent experts, (e.g., total economic benefits paid by similarly situated organizations, both taxable and tax-exempt, for similar job responsibilities). Key deliberations of the committee are documented in meeting minutes which are approved at the next committee meeting and provided to the board of stewardship trustees. The documentation of the deliberations includes (a) the terms of the agreement approved and the date approved; (b) the members of the committee who were present during discussion of the approved agreement and those who voted on it; and (c) the comparability data obtained and relied upon by the committee and how the data was obtained. Line 15b: during the tax year ended 6/30/2021, no officers, directors or trustees received compensation from the organization. Any executive compensation paid to officers, directors or trustees by related organizations was set by the related organization's compensation committee utilizing both an independent consultant and comparability studies to determine compensation. Therefore, these questions are more appropriately answered as n/a.”

“The organization's financial statements, conflict of interest policy and governing documents are available to the public upon request. The organization's financial statements are included in commonspirit health's consolidated audited financial statements that are available at www.commonspirit.org”

“Https://www.chisaintjosephhealth.org/chi-saint-joseph-health/ways-to-hel p/legacy-foundation-of-kentuckiana”

“Legacy foundation of kentuckiana inc's articles were amended to change the name of the corporation from health foundation of kentuckyone, inc. To legacy foundation of kentuckiana inc. Additionally, section 6 of the articles was amended to state that: the corporation is organized and operated exclusively for the benefit of, to perform the functions of, or to carry out the charitable, scientific, and educational purposes within the meaning of section 501(c)(3) of the irc of 1986, as now in effect or as subsequently amended (the "code) of kentuckyone health, inc. Legacy foundation of kentuckiana inc's bylaws were amended to change the organization's sole corporate member from saint joseph health system, inc. To kentuckyone health, inc.”

“Affiliate transfer 124,630,714. Other changes in net assets 17,585.”