Peacehealth

“Peacehealth's articles of incorporation were revised to include the following change: 1) changes to the articles of incorporation require a seventy-five percent (75%) vote of all directors. Previously, the articles could be amended by a two-thirds (2/3) majority vote of all directors. Peacehealth's bylaws were revised to include the following changes: 1) specific qualification criteria for nomination to the board of directors were removed, and replaced with the general guidance of qualifications approved by the current board of directors. 2) the term limits for directors were reduced from 12 years to 9 years. Peacehealth's articles of incorporation and bylaws were both revised to include the following changes: 1) specifications about the required number of board members. The revisions indicate a minimum of 8 and a maximum of 12 directors for the board, with 4 positions reserved for the sisters of st. Joseph of peace. The previous articles of incorporation stated a minimum of 13 and a maximum of 16 with 5 such positions reserved for the sisters. The previous bylaws stated a minimum of 10 and a maximum of 16 with 5 such positions reserved for the sisters. 2) the statutory officers of peacehealth will be the president, first vice president, secretary, and treasurer, each of whom will be elected by the board of directors, except for the first vice president, who is appointed by the sisters of st. Joseph of peace. All officers (other than the president) will be members of the board of directors. As a clarifying point, members of the board of directors are not employees of peacehealth. The previous articles of incorporation and bylaws indicated the officers consisted of a president, first vice president, secretary, treasurer, and other statutory officers and assistant officers as deemed necessary by the board of directors.”

“Peacehealth adopted an amendment to its bylaws in tax year 2013 which made peacehealth networks (ein: 91-1230425), formerly known as southwest washington health system, the sole corporate member of peacehealth. Peacehealth networks is a 501(c)(3) organization. When peacehealth affiliated with southwest washington health system in january 2011, peacehealth became the sole member of southwest washington health system. Effective january 1, 2014, southwest washington health system and peacehealth were reorganized so that the corporate membership relationship between them was reversed from what it had been for the three previous calendar years. Effective january 1, 2014, southwest washington health system (now known as peacehealth networks) became the sole member of peacehealth. Effective feburary 2014, the name of southwest washington health system was changed to peacehealth networks. Peacehealth networks (formerly known as southwest washington health system) amended its bylaws effective november 22, 2013, resulting in having the current peacehealth networks board composition identical to the peacehealth board. The amended bylaws do allow additional members be appointed to the peacehealth networks board, but none have been appointed as of this filing. Peacehealth networks currently has no operations and holds no financial assets in its own name (other than shares of stock in columbia united providers, a licensee of the washington state office of the insurance commissioner). Effective 1/1/16 columbia united providers sold its medicaid managed care assets to molina healthcare of washington (ein: 91-1284790) and is in the process of discontinuing operations as of this filing.”

“The organization's accounting department prepares the return and works closely with management to prepare and review the return. Management and the legal department review a draft of the form 990 and provide comments, as does an outside accounting firm. The final copy is forwarded to the stewardship committee and to the entire board of directors prior to filing the return.”

“Pursuant to the conflicts of interest policy, an annual conflict of interest questionnaire, aimed at determining any family and business relationships and transactions or other transactions that may pose a potential conflict, is distributed to all board members. Board members are also required to disclose real or potential conflicts at the time when such conflicts arise. Officers and any key employees of peacehealth must agree to the conflict of interest policy at the time of their hire. The conflict of interest policy is discussed with the employee at their annual performance meeting and the employee must self-disclose any conflicts at this time. However, directors, officers and key employees are required to continually consider conflict of interest precepts and self-disclose any potential conflict at the time it arises. Should a potential conflict of interest arise, the board member having a potential conflict of interest shall not participate in discussions, use personal influence or vote on the matter in question. The conflict of interest statements and corresponding policies are monitored and decisions on conflicts are made by the peacehealth board of directors.”

“The peacehealth board of directors reviews and determines compensation for the ceo. During this process the human resources department works together with the board of directors to determine comparability data across various industry and profit/not-for-profit statuses. The board of directors reviews market data, evaluates ceo performance and reviews the compensation of the ceo. The board also uses an independent compensation consultant to help determine executive compensation. The remaining key employees and officers' compensation is determined by the governance committee of the peacehealth board of directors. The governance committee uses many of the same methods of analysis for key employees and officers as the board of directors does with the ceo determination, in addition to consulting with the hr department. Decisions are made during a board meeting and are documented in the minutes to the meeting. This process was last undertaken during tax year 2015.”

“All governing documents, including the conflict of interest policy, and financial statements are available on request.”

“Change in pension liability -41,426,392. Change in interest in related foundations -8,009,325. Net assets released from restriction 2,543,930. Other changes in unrestricted net assets 336,338. Temporary and permanent changes in fund balances 12,379,194.”