Providence Southwest Washington Foundation

“The Corporate Member of the Foundation is Providence Health & Services - Western Washington.”

“The Corporate Member has the power to approve the number of Directors, appoint the Board of Directors of the Foundation and to remove such Directors at any time with or without cause.”

“The following powers are reserved exclusively to the Corporate Member: A) To adopt and amend the Articles of Incorporation and the Bylaws of the Foundation after consultation with the Foundation's Board of Directors. B) To approve the merger, consolidation, or affiliation of the Foundation with another corporation, organization or program, or the dissolution of the Foundation. C) To approve any strategic plan of the Foundation. D) To approve the annual fundraising plan including special events, annual, capital and planned giving activities. E) To approve the acceptance of any gift that carries conditions or limitations or any gift restricted to services, programs or facilities not currently offered or approved to be offered by the Corporate Member's Board of Directors.”

“The Form 990 is prepared internally by experienced staff and reviewed by the internal Director of Taxes and external tax advisors. The Foundation Treasurer reviews the Form 990 in detail and other Executive and Finance Committee members' input is invited. Once approved, an electronic copy of the Form 990 is made available to the Board prior to filing with the IRS.”

“All members of the Governing Board respond to and sign a Conflict of Interest Policy Statement at the January Board meeting annually. Members disclose any actual or apparent conflict of interest in the disclosure document. Conflicts are noted and members are excused from decisions that are in conflict with private interests.”

“It is Providence's intention to make financial information accessible and transparent. Although the filing of Form 990 provides insight into how Providence achieves its Mission, delivers its programs and stewards its finances, deciphering the information directly from Form 990 can be challenging. The following paragraphs provide further information about the process we use to determine compensation for top management, officers and key employees. Providence has a single fiduciary Board, with responsibility for financial oversight associated with fulfillment of the Providence Mission, developing system policies, protecting the assets entrusted to the organization and overseeing the strategic and operational affairs of Providence's legal entities. Providence also maintains a network of community ministry boards with responsibility for quality of care oversight, community relations, advocacy and community needs assessments. Providence has a consistent compensation philosophy for all of its employees, including our senior executives. Salaries for senior executives are determined by the Providence Board's Human Resources Committee and approved by the full Board of Directors, none of whom is a Providence employee. The Board retains an independent consultant each year to review salaries of those in the most significant leadership roles in the organization. Part of the consultant's role is to review an extensive array of compensation surveys of large, not-for-profit health care systems in the United States. Providence is one of the larger health systems in the country, and as such, the Board benchmarks executive compensation against other large, not-for-profit health systems whose revenue is similar to that of Providence. Base salaries for Providence executives are set at the median level of the market, as identified by the independent consultant and reviewed with the Human Resources Committee. Performance incentives allow executives to earn additional compensation if they achieve specific organizational and individual goals for furthering Providence operating principles & advancing the Providence Mission and core values, meeting benchmarks for charity care, achieving quality targets, delivering top-rated customer satisfaction, meeting employee satisfaction goals and reaching financial performance objectives. The Board of Directors conducts a thorough process to ensure performance incentives are aligned with appropriate practices for not-for-profit health care systems. The Board's process for executive compensation fully complies with IRS standards and mirrors the best practices recommended in the "Report to Congress and the Nonprofit Sector on Governance, Transparency, and Accountability" submitted to the Senate Finance Committee by the Panel on the Nonprofit Sector. Applying the above principles, the salary review of the Foundation Executive Director is handled annually through the WA/MT Regional HR office.”

“The governing documents, financial statements and conflict of interest policy are available to the public upon request in the Foundation's office.”

“The Providence Health & Services Audit and Compliance Committee assists the Board of Directors with the oversight of the integrity of the financial statements and reporting, the audit process and the internal financial controls and policies; compliance with ethical, legal and regulatory standards and requirements; the independence, qualifications and performance of the internal and external auditors; the investment committee; and informs the Board of Directors of critical risk areas and recommended mitigation.”

“Employees working for the Foundation are compensated by Providence Health & Services - WA. Therefore, no W-2s are issued by the reporting organization.”

“The significant work of individuals who volunteer solely for Providence St. Peter Foundation focuses on the annual Christmas Forest special event. Volunteers help with set-up/tear down of events, serve on committees, sell public viewing and raffle tickets, decorate, staff the gift shop, check in guests, stuff packets, and do many other tasks for a series of events held in late November.”

“AFFILIATION AGREEMENTS Effective March 1, 2014, the Health System entered into an affiliation agreement with Sisters of Charity of Leavenworth Health System (SCL) to transfer sponsorship of Saint John's Health Center (Saint John's) to the Health System. Saint John's operates a nonprofit medical center, a cancer institute, and physician clinics to serve the Santa Monica, California community and surrounding area. Effective May 1, 2014, the Health System entered into an affiliation agreement with PacMed Clinics (PacMed). PacMed is a private, nonprofit, multi-specialty medical group with nine clinics in the Puget Sound area and more than 150 primary care and specialty providers at the date of affiliation. Pursuant to the affiliation agreement, Western HealthConnect became PacMed's sole corporate Member. No cash or other purchase consideration was transferred to effect the affiliation. Effective June 13, 2014, the Health System entered into an affiliation agreement with Kadlec Health System (Kadlec). Kadlec operates a nonprofit medical center, a neurological resource center, a supporting foundation, and physician clinics to serve the tri-cities area of Kennewick, Pasco, and Richland, Washington. Pursuant to the affiliation agreement, Western HealthConnect became the sole member of Kadlec. No cash or other purchase consideration was transferred to effect the affiliation.”