Walla Walla General Hospital

“The Hospital is organized as a religious corporation and was operated as a not-for-profit hospital until its closure in 2017. The sole corporate member is Adventist Health System/West, a California not-for-profit religious corporation. The Hospital was operated as an affiliate of Adventist Health System/West.”

“The Hospital's Bylaws define its Board of Directors to be the same individuals who are members of the Adventist Health System/West Board of Directors.”

“The sole corporate member, Adventist Health System/West, must approve all changes to the Articles of Incorporation and Bylaws.”

“This Form 990 including all supporting schedules was prepared by a public accounting firm, reviewed by the Corporate Finance Officer and Market Financial Officer, and shared by electronic communication with the corporation's Board of Directors prior to filing.”

“During the first quarter of each year, the annual conflict of interest questionnaire is sent to board members, hospital corporate officers, key employees and department directors for completion and signature. The questionnaire is accompanied by a letter of explanation to illustrate examples of a conflict and to remind the recipient that if any perceived conflict should arise before the next annual questionnaire, he/she is to notify the market president immediately. The System General Counsel distributes, collects, and reviews for signatures the COIs for all applicable Corporate employees, stakeholders, and the board. In addition, the hospital's administration is responsible for keeping record to ensure all hospital-based individuals with director and above positions have submitted their COIs. The System General Counsel reviews all the disclosures on the board and Corporate employees' COIs. System General Counsel retains the COIs for all individuals. Further inquiries on any potential significant conflicts are made as needed. Conflicts are documented and reviewed with the Board.”

“The Hospital's Board of Directors has established a Human Resources Committee to oversee the executive compensation program. This committee is composed of independent directors with no conflicts of interest. The committee performs the following functions: recommends a total compensation philosophy to the board, assures compliance with the board-approved philosophy, meets annually to review comparability data from outside consultants, recommends any adjustments to current executive compensation, including salary ranges for hospital presidents and finance officers that would be indicated by the data, evaluates executive performance against annual goals, recommends appropriate incentive awards to the board for approval, follows a diligent process that meets regulatory requirements for a rebuttable presumption of reasonableness, records committee deliberations and decisions in timely minutes, and selects, engages and supervises any consultant hired to advise and provide comparability data. The board-approved executive compensation philosophy specifies that salary ranges will be established for hospital executives, with midpoints aligned with the 50th percentile of comparable system hospital data, and having a 50 percent spread from minimum to maximum.”

“The Hospital does not make its governing documents publicly available, beyond required filings of Articles of Incorporation with the Secretary of State.”

“Board compensation is for Adventist Health System/West Board of Directors only - not hospital Board of Directors.”