Yavapai Regional Medical Center

“Yavapai community hospital association dba yavapai regional medical center (yrmc), a 501(c)(3) organization, is the sole member of yavapai regional medical center foundation. Effective november 11, 2020, the sole member of yrmc is dignity community care.”

“Yrmc, as the sole corporate member, ratifies the selection of new members. The board of directors of the foundation reviews the names and qualifications of each individual on the recommended slate and shall vote to accept or refuse each nominee and submits to the corporate member. The corporate member, shall then appoints or refuses each nominee in accordance with the governance matrix.”

“As part of the affiliation, with the effective date as of november 1, 2020, the foundation is subject to the governance requirements of the commonspirit governance matrix. Thus, many key decisions addressed in the bylaws require the foundation to act by making a "recommendation," which is then formally acted on by the yrmc board. Examples include amending corporate documents, approving members of governing board, approving removal of members of governing board, approval of dissolution and selling or disposing of assets. Reserved rights of the corporate member include adoption of mission and philosophy statements, amendment or restatement of articles of incorporation and bylaws, dissolution of the corporation, acquisition of another corporation, creation of a new subsidiary, merger or consolidation with another corporation, participation as a general or limited partner in any venture, incurring long-term indebtedness in excess of normal operating requirements, ratification of board member appointments and dismissals, selection and removal of independent auditors, and transactions outside the ordinary course of business.”

“The foundation's chief philanthropy officer and cfo reviewed the form 990. In addition, commonspirit's tax department worked closely with the cfo to review the return. The form 990, in its entirety, was electronically provided to the foundation's board prior to filing with the internal revenue service.”

“The foundation has adopted the related organization, commonspirit's conflicts of interest policy. The conflicts of interest ("coi") policy (the "policy") was put in place to protect the interests of 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. 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 - employed physicians and advanced practice providers - 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.”

“For 2023 compensation, compensation levels for the foundation's top management official were established by the related organization, commonspirit. Commonspirit's board of stewardship trustees appoints a human resources and compensation committee, comprised exclusively of independent directors, who are accountable for setting reasonable compensation practices for the organization. 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. The human resources and compensation committee also engages an independent consultant as necessary and qualified independent compensation and benefits specialists (independent experts) to validate the organization's benchmarking approach for the total compensation and benefits packages for certain executives. Appropriate comparable data is obtained by the commonspirit health compensation department from independent third-party salary surveys, (e.g., total economic benefits paid by similarly situated organizations, both taxable and tax-exempt, for similar job responsibilities). The documentation of compensation decisions includes (a) the decision made and the date approved; and (b) the comparability data obtained and relied upon by the compensation department and the sources from which the data was obtained.”

“Federal tax laws do not mandate that the organization's governing documents, conflict of interest policy and financial statements be made available for public inspection. The organization is included in commonspirit's consolidated financial statements which are available on commonspirit's website and upon request.”

“A. Torres, j. Goodenow, m. Rice, and p. Tibi, md received compensation as employees or physicians of the supported organization.”

“Administrative services: program service expenses 0. Management and general expenses 652,080. Fundraising expenses 0. Total expenses 652,080. Professional fees/consulting: program service expenses 0. Management and general expenses 53,253. Fundraising expenses 0. Total expenses 53,253. Graphic design: program service expenses 0. Management and general expenses 22,923. Fundraising expenses 0. Total expenses 22,923. Food/catering: program service expenses 0. Management and general expenses 18,454. Fundraising expenses 0. Total expenses 18,454. Other purchased services: program service expenses 0. Management and general expenses 27,317. Fundraising expenses 0. Total expenses 27,317.”

“Correction of tranfers to related organizations -17,583.”

“The organization did not change its oversight or selection process during the tax year.”