Providence Mount St. Vincent Foundation

“Jim Howard and Renee Howard have a family relationship. John Romano and Anne Romano Sarewitz have a family relationship.”

“Providence Health & Services - Washington is the Corporate Member.”

“The powers of the Corporate Member include the provision to appoint the number of Directors, appoint the Board of Directors 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 Director will review the Form 990 in detail. Once approved, an electronic copy of the Form 990 is emailed to the Board prior to filing with the IRS.”

“Providence Health & Services maintains a conflict of interest policy that applies to board members and management of all Providence-related organizations. The purpose of the policy is to guide and direct those serving the Providence Health & Services' corporations and other legal entities so they can (1) fulfill their fiduciary responsibilities and exercise stewardship in ways that promote and protect the best interests of Providence and, (2) avoid situations that create a conflict, or the appearance of a conflict, between the interests of an individual associated with Providence and Providence. On an annual basis, each board member and management level employee must complete and submit an updated conflict of interest statement. Conflict of interest disclosures are reviewed by the System Integrity Department working in conjunction with the Department of Legal Affairs. If it is determined that an actual conflict exists, appropriate follow-up action is taken with the individual to rectify the conflict.”

“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. 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.”

“Public disclosure of governing documents, conflict of interest policy and 990 filings are made available to the public upon request. The consolidated financial statements are available on our public Internet site www2.providence.org. All governing policies including the conflict of interest policy, as well as 990 filings are available to employees on the Intranet site.”

“Related Org. Contribution not Recorded on Books -302,442.”

“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.”

“The employees working at the Foundation are paid by Providence Health & Services - Washington - EIN 51-0216586. Therefore, no W-2s are issued by the reporting organization.”

“Volunteers at Providence Mount St. Vincent provide assistance throughout our vast campus and nearly every program area. They range in age from 14-96. We have highly dedicated volunteer teams for our entirely volunteer run Foundation programs including our thrift shop, sewing room and Auxiliary groups. Not only do these groups run daily operations and retail outlets but they also house annual bazaars, bake sales and lobby sales to boost revenue and sales that then benefit the residents and programs of The Mount through the PMSV Foundation. Another large category of volunteers are engaged in direct resident support including outings, one on one friendship visits - including those who bring in their dogs to visit with residents who love animals; Fresh Air Friends for outside time; escorts and companionship for entertainment events inside The Mount community and also external fieldtrips; assistance with dining for improved consumption and enjoyment; spiritual care visits for communion, prayer, reading, singing and listening; as well as dining assistance and escorts back and forth to the beauty salon and wellness clinic. Our NODA (no one dies alone) program provides specialized training for volunteers who visit with residents/patients who are dying. Organized activities are also a significant area of volunteering at The Mount. Many special events, parties and activities are either organized or supported by volunteers including volunteer led groups for drumming, bingo writing, reading aloud, "Ladies who Lunch; men's group; exercise and movie watching. Significant volunteer support is given in our intergenerational and resident-only art classes as well as our music and memory program and its various regularly scheduled music activities. Volunteers also support many administrative and operational areas of The Mount including: laundry; gift shop; wellness clinic; administrative clerical support; medical records; foundation office and fundraising; Intergenerational Learning Center and dining services.”

“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.”