Banner Health Plan Inc

“Banner health plan utilizes a compensation committee comprised of independent directors that exercises oversight over all aspects of the compensation paid to or for the benefit of the ceo and all other senior executives of banner health and any of its affiliates and all other persons who constitute "disqualified persons" with respect to banner health under code section 4958. The committee: - assesses annually the performance of the ceo - exercises oversight over all aspects of compensation for the ceo - reviews and determines the executive total compensation philosophy of banner health - establishes the permissible ranges of compensation for senior executives and disqualified persons - reviews and approves the design of the components of compensation for senior executives and any other disqualified persons and monitors compliance of banner health with the philosophy and design components of executive compensation - receives the ceo's report concerning the overall performance and development assessment of the senior executives - acts for the board in the engagement and direct oversight of external independent compensation consultants engaged to provide advice and information with respect to the reasonableness and competitiveness of the compensation paid to the ceo, senior executives and any other disqualified persons, which consultant reports directly to the committee. In addition, the committee has adopted the following best practices with respect to its executive compensation oversight function: - reviews all incentive plans, benefit plans and programs that apply to employees and physicians - approves ceo's recommendations as to the compensation of senior executives - uses tally sheets summarizing all components of the ceo's and senior executives' compensation, including a three-year earnings history and the cost of all compensation (including specifically deferred compensation) at the time that any action is taken with respect to the ceo's or senior executives' compensation in order to ensure that the committee is fully informed of the complete compensation package before taking any such action - reviews the annual form 990 disclosures relating to executive compensation to ensure the disclosures accurately reconcile to the compensation packages approved by the committee. The compensation committee retains an external independent compensation consulting firm to assist the committee. The committee engages a nationally recognized compensation consulting firm with substantial healthcare experience. This firm reviewed and opined as to the reasonableness of the total compensation package of the ceo, senior executive management, and other executive management identified by the committee as potential disqualified persons. The committee annually reviews the relationship between banner health and each consultant to ensure the consultant's independence. In connection with each such evaluation, the committee requests a written certification from each consultant that: - includes an independence attestation affirming that the consultant has conducted its own internal assessment and based on such assessment and its internal controls, concluded that it has performed its services for the committee in an independent manner and is independent as defined in the intermediate sanction regulations under code section 4958 - confirms that the consultant reports to the committee through the chair of the committee and that all consulting activity for banner health conducted by such consultant during the preceding year was conducted with the knowledge and consent of the chair of the committee - details the amounts paid by banner health to the consultant in its capacity as an external compensation consultant to the committee, and the amounts paid by banner health, if any, to the consultant and its affiliates for any other engagements. - with the assistance of the independent compensation consultant, the compensation committee annually reviews the perfor”

“BHP's sole shareholder is BHIC, which is disregarded for federal tax purposes as a single-member LLC of Banner Health, an Arizona based tax-exempt hospital system recognized by the IRS as tax-exempt under Sections 501(c)(3) and 170(b)(1)(A)(iii) of the Internal Revenue Code.”

“Banner Health, as the controlling tax-exempt organization, has the power to elect the board of directors.”

“Banner Health, as the controlling tax-exempt organization, has certain reserved powers.”

“Banner Health's Tax Department (BH Tax) is RESPONSIBLE FOR OVERSEEING THE PROCESSES FOR PREPARING THE FORM 990. BH Tax TAKES THE LEAD ROLE IN THE PROCESS AND IS CHARGED WITH THE DUTY TO COLLECT THE FINANCIAL AND OTHER INFORMATION NEEDED TO COMPLETE THE FORM 990. THIS INCLUDES COORDINATING WITH OTHER Banner Health DEPARTMENTS, SUCH AS THE LEGAL, PAYROLL, GOVERNMENT RELATIONS, LICENSING, COMMUNITY BENEFIT, COMPENSATION AND BENEFITS, ACCOUNTS PAYABLE, RISK MANAGEMENT, CERTIFICATION, CREDENTIALING, FINANCIAL SERVICES, AND TREASURY DEPARTMENTS IN ORDER TO ENSURE THAT THE EXPERTISE OF EACH DEPARTMENT IS UTILIZED IN THE INFORMATION-GATHERING PROCESS. ONCE THE INFORMATION IS GATHERED, IT IS ORGANIZED AND ASSEMBLED INTO AN ORGANIZER THAT WILL BE USED BY AN OUTSIDE ACCOUNTING FIRM TO PREPARE THE FORM 990. Banner Health HAS AUDITED FINANCIAL STATEMENTS PREPARED ANNUALLY BY AN INDEPENDENT CERTIFIED PUBLIC ACCOUNTING FIRM AND USES THIS SAME FIRM TO PREPARE ITS FORM 990 BECAUSE OF ITS EXPERTISE IN NON-PROFIT HOSPITAL SYSTEMS AND ITS SPECIFIC KNOWLEDGE OF Banner Health's OPERATIONS AND RETURN COMPLEXITY. ONCE THE INFORMATION GATHERING PROCESS IS COMPLETE, A FIRST DRAFT OF THE FORM 990 IS PREPARED by the outside accounting firm AND READIED FOR REVIEW. THE REVIEW PROCESS BEGINS WITH AN INITIAL REVIEW DONE BY BH Tax. DURING THIS REVIEW, A LIST OF QUESTIONS, ISSUES AND ADDITIONAL TASKS IS COMPILED. THIS LIST IS THEN DISSEMINATED TO THE APPROPRIATE Banner Health DEPARTMENTS FOR FURTHER ACTION. ONCE ALL QUESTIONS, ISSUES AND TASKS HAVE BEEN COMPLETED, A SECOND REVIEW BY BH Tax is and the accounting firm is DONE. AGAIN, IF APPLICABLE, A LIST OF QUESTIONS, ISSUES AND ADDITIONAL TASKS IS COMPILED. THIS LIST IS THEN DISSEMINATED TO THE APPROPRIATE Banner Health DEPARTMENTS FOR FURTHER ACTION. ONCE THIS SECOND REVIEW PROCESS IS COMPLETED, A FINAL DRAFT OF THE FORM 990 IS PRESENTED TO certain BHP officers. CHANGES TO THE FORM 990 ARE MADE IF NECESSARY. THE FINAL VERSION OF THE FORM 990 IS SIGNED BY a BHP OFFICER and the return is made available to the governing body.”

“BHP HAS ADOPTED THE Banner Health CONFLICT OF INTEREST POLICY. THIS POLICY REQUIRES THE INTERNAL ASSURANCE DEPARTMENT OF BANNER HEALTH TO PROVIDE EACH PARTY WITH A DISCLOSURE QUESTIONNAIRE. THE INTERNAL ASSURANCE DEPARTMENT PREPARES A SUMMARY FOR THE TAX DEPARTMENT. THIS SUMMARY IS ALSO PRESENTED TO THE AUDIT COMMITTEE. THE TAX DEPARTMENT PREPARES ANY REQUIRRED FORM 990 DISCLOSURES. PURSUANT TO BH'S CONFLICT OF INTEREST POLICY, ALL BOARD MEMBERS, OFFICERS, AND THE DIRECTOR OF INTERNAL ASSURANCE MUST DISCLOSE THE EXISTENCE OF ANY FINANCIAL INTEREST THAT MAY GIVE RISE TO A CONFLICT OF INTEREST.”

“The organization's governing documents, audited financial statements, conflict of interest policy, and tax returns are available upon request. Copies are maintained at each administrative office and in the legal and tax departments.”

“BHP continues to engage in, community partnerships to assist meeting the significant community health needs of seniors and the elderly. Specifically, BHP provides funding to charitable organizations and programs focused on serving seniors such as the Banner Alzheimer's Institute, Banner Olive Branch Senior Center, and Catholic Community Services of Southern Arizona. Banner Alzheimer's Institute, a Section 501(c)(3) tax-exempt organization, provides Alzheimer's care, prevention research and family support to the aging community in Arizona. Banner Olive Branch Senior Center (Banner Olive Branch) is operated by Banner Health and provides services to help seniors remain healthy, active, and independent. Catholic Community Services of Southern Arizona is a Section 501(c)(3) tax-exempt organization, and its mission is to strengthen children, adults, families, and communities by providing help, creating hope and serving all, including providing meals for elderly and disabled individuals and providing low- and middle-income seniors with safe affordable housing.”

“TRANSFER OF CAPITAL FROM BANNER HEALTH - 109300000; OTHER CHANGES - 4830477; Total - XXX-XX-XXXX;”

“The organization's financial statements are prepared in accordance with the NAIC Statements of Statutory Account Principles.”