Tucson Medical Center Foundation

“The organizational documents of the tmc health foundation were updated during the year to reflect the new name of the entity.”

“The organization's sole member is the parent company, tmc healthcare, inc.”

“The board of trustees is elected by the parent company (tmc healthcare).”

“The member (tmc healthcare) retains approval the following: 1) the amendment of this corporation's articles of incorporation or bylaws. 2) the acquisition or creation of any subsidiary or controlled corporation. 3) the merger or consolidation of this corporation with another corporation, or the entering into any joint venture, partnership, limited liability company, or other business venture. 4) the dissolution or liquidation of this corporation. 5) expend any funds in excess of those previously approved in the capital and operating budgets of this corporation. 6) enter into any loan, indebtedness, guaranty, security interest, mortgage, surety hypothecation or other form of indebtedness. 7) dispose of any of its assets in excess of such monetary sum as the member may determine from time to time to any person other than to the member or a subsidiary of the member.”

“The form 990 was prepared by an independent accounting firm based on the audited financial statements and information provided by the accounting department of the organization. Prior to filing, the form 990 is first reviewed by management.”

“Tmc conflict of interest policy excerpt: article v disclosure and process for resolution 1. Disclosure of conflicts of interest annually, all trustees, officers, and members of board committee shall complete a disclosure form that lists various relationships that give rise to actual or potential conflicts of interest and return the same to the chief legal officer of the organization. In addition, they have a continuing duty to disclose potential conflicts and shall disclose any and all actual or potential conflicts of interest as they arise or are discovered during their tenure. The chief legal officer is vested with the authority to bring conflicts or potential conflicts to the attention of the trustees, officers, committee members or applicable body, including the requirement that the person with the alleged conflict recuse himself from participation in the discussion and voting on any issue. 2. Determining whether a conflict of interest exists the chief legal officer has been vested with the authority to determine whether a conflict of interest exists. If there is a disagreement with the decision of the chief legal officer, then the governance committee shall decide if a conflict of interest exists based on the information presented by the chief legal officer. If a board member disagrees with the governance committee decision, the issue will be sent to all remaining board members of the tmc healthcare board for a vote on the issue for the final resolution of the issue. 3. Procedures for decision making when a conflict of interest exists if it has been determined that a conflict of interest exists, the following process shall be followed regarding the matter for which a conflict exists: a. The interested person may, but is not required to, participate in the presentation of the matter at the governing board or committee meeting, but after the presentation, he may be asked to leave the meeting during the discussion of the mater, and in any event shall not participate in the vote on the transaction or arrangement involving the possible conflict of interest. B. If the board or committee believes that it needs additional information on alternatives to the proposed business arrangement, then the following process may be followed: a. The chairperson of the board or committee shall, if appropriate, direct management to obtain additional information and alternatives, or appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. B. After exercising due diligence, the governing board or committee shall determine whether the organization can obtain with reasonable efforts a more advantageous transaction or business arrangement from a person or entity that would not give rise to a conflict of interest. C. If a more advantageous transaction or business arrangement is not reasonably possible or readily available under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested trustees whether the transaction or arrangement is in the organization's best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or business arrangement.”

“Tmc is responsible for the payment of compensation and benefits as well as the process for reviewing and approving compensation and benefits for administrative leadership. For the chief executive officer and chief financial officer as well as other senior leadership positions the compensation committee contracts directly with sullivan cotter, an independent third-party compensation consultant, who periodically provides a written report containing a summary of relevant, contemporaneous benchmark information and makes recommendations regarding the level of compensation and benefits that would be reasonable. The compensation committee carefully reviews the information, discusses it directly with the consultant and makes recommendations based upon the information provided. The compensation committee then makes its final recommendation to the full board for their approval.”

“Tmc is responsible for the payment of compensation and benefits as well as the process for reviewing and approving compensation and benefits for administrative leadership. For the chief executive officer and chief financial officer as well as other senior leadership positions the compensation committee contracts directly with sullivan cotter, an independent third-party compensation consultant, who periodically provides a written report containing a summary of relevant, contemporaneous benchmark information and makes recommendations regarding the level of compensation and benefits that would be reasonable. The compensation committee carefully reviews the information, discusses it directly with the consultant and makes recommendations based upon the information provided. The compensation committee then makes its final recommendation to the full board for their approval.”

“Governing documents are made available upon request.”

“The organization's ceo, cfo and several other corporate officers receive w-2 compensation issued by tucson medical center, a related organization, for their work which is performed mostly for the benefit of tmc healthcare. Tucson medical center also files all required w-2s for the health system.”

“TRANSFER TO AFFILIATES - -7477176; Total - -7477176;”