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 Providence Health & Services staff and reviewed by the internal PH&S 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 officers, including our senior executives. Salaries for senior executives are reviewed by the Providence St. Joseph Health 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. Additionally, Providence's labor market continues to spread across health care and into general industry. Because of this, Providence also takes into consideration general industry for-profit market data, where applicable. Base salaries for Providence executives are generally targeted to the median level of the market, as identified by the independent consultant and reviewed with the Executive Compensation Committee. Performance incentives allow executives to earn additional compensation if they achieve specific organizational goals for furthering Providence operating commitments and strategic objectives. The Board of Directors conducts a thorough process to ensure performance incentives are aligned with appropriate market practices. The Board's process for executive compensation fully complies with IRS standards and mirrors best practices. The Foundation Executive Director is compensated by a related organization which uses a market based compensation program utilizing several independent third party compensation market surveys to establish pay ranges for the position. The related organization then establishes the individual rate of pay within the range based on relevant experience, skills and competencies. The rate offered to the Executive Director at the time of hire was determined through discussion between the Regional CEO, Regional Director of HR and the Administrative Director of HR. The ranges and rate of pay are reviewed on an annual basis by Regional HR.”

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

“Net Assets Transfers 535,649. Rounding -2.”

“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 volunteers decorate the public spaces of the Red Lion Hotel, the venue for our Annual Christmas Forest, for the holiday season. This includes the front entrance, main lobby, stairway, ballroom lobby, and hallway leading to restaurant/bar. This is a labor intensive job, due to the amount of space they are decorating. The volunteers decorate the weekend prior to Thanksgiving, and remove the decor immediately following New Year's Day.”

“AFFILIATION AGREEMENTS Effective April 1, 2016, the Health System (Providence Health & Services) entered into a business combination agreement with the Institute for Systems Biology (ISB). The transaction was accounted for as an acquisition under ASC 958-805. On July 1, 2016, Providence Health & Services (PHS) and St. Joseph Health System (SJHS) entered into a business combination agreement, the purpose of which was to better serve both organizations' communities, maintain strong traditions of Catholic healthcare, and provide greater affordability and access to healthcare services. As part of the business combination, PHS and SJHS aligned under a single parent corporation, Providence St. Joseph Health, with a consolidated board of directors and cosponsorship from the public juridic persons Providence Ministries and St. Joseph Health Ministry. SJHS provides a full range of care facilities including 16 acute care hospitals, home health agencies, hospice care, outpatient services, skilled nursing facilities, community clinics, and physician groups spanning California, west Texas, and eastern New Mexico. The results of operations of these entities have been included in the combined statements of operations of the Health System since July 1, 2016, the effective date of the business combination.”