Walla Walla General Hospital

“The Hospital is organized as a public benefit corporation and operates as a not-for-profit hospital. The sole corporate member is Adventist Health System/West, a California not-for-profit public benefit corporation that operates as a public charity. The Hospital operates 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 System Controller and Market Finance Officer, and shared by electronic communication with the Hospital'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 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 CEO immediately. The Corporate General Counsel distributes, collects, and reviews for signatures the COIs for all applicable Corporate employees 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 Corporate General Counsel reviews all the disclosures on the board and Corporate employees' COIs. Corporate General Counsel retains the COIs for the board members. The officers and key employees' COIs are kept in their personnel files. Further inquiries on any potential significant conflicts are made as needed. Conflicts are documented and reviewed with the Board.”

“The Hospital Board of Directors has established a Compensation 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 CEOs and CFOs, 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; 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 CEOs and executives, with midpoints aligned with the 50th percentile of comparable system hospital data, and having a 50 percent spread from minimum to maximum. A hospital CEO has a maximum potential incentive of 30 or 35 percent of base salary based upon size and scope of hospital. (Incentive potential is industry norm) Other hospital executives have a maximum potential incentive of 25 to 30 percent of base salary.”

“The Hospital does not make its governing documents publicly available, beyond required filings of Articles of Incorporation with the Secretary of State. The Hospital does not make its conflict of interest policy available upon request, but does file monthly/quarterly summary financial reports with the state health-planning agency.”

“In recognition of the time commitment directors make to serve on the Adventist Health System/West boards and committees, directors receive compensation when their employment agreements with their employers allow such payments. For those whose employers do not allow accepting compensation for board service, the funds are directly distributed to charitable organizations as mandated by their employment agreements. In addition, amounts paid for taxable benefits are also reported.”