Inland Northwest Health Services

“The sole Corporate Member is Providence Health & Services-Washington, a Washington nonprofit corporation.”

“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.”

“Powers reserved to the Corporate Member: 1) To move the corporation's health care facility. 2) To add one or more Members. 3) To amend or revoke the Articles of Incorporation or to repeal, alter or substitute Bylaws. 4) To sell, lease, transfer, or otherwise dispose of all or substantially all of the assets. 5) To merge or consolidate the Corporation. 6) To dissolve the Corporation. 7) To change the Mission of the Corporation. 8) To approve the acquisition of assets, the incurrence of indebtedness, or the lease, sale, transfer, assignment or encumbering of assets for any transaction in excess of an amount specified by the Member. 9) To undertake any activity or to perform or permit any medical procedure which the Member believes offends the moral or ethical values or directives of the Member.”

“The Form 990 is prepared internally by experienced Providence Health & Services staff and reviewed by the internal Director of Taxes of Providence Health & Services and external tax advisors. The Board of Directors reviewed the Form 990 prior to filing with the IRS.”

“As an affiliate of Providence St. Joseph Health (PSJH), INHS is subject to the provisions of the Conflict of Interest Policy of PSJH. 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.”

“For officers and key employees paid by INHS, compensation packages are calculated by an outside third party and then reviewed and approved by the Board of Directors. For officers and key employees paid through Providence Health & Services, the following discusses the process utilized. 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 reviewed 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. Each year, the Board Chair conducts a formal performance evaluation of the President/CEO that considers input from the other directors and senior leaders reporting to the President. The evaluation is discussed with the Human Resources Committee and then a recommendation is made by the committee to the full Board. The Board Chair and the Chair of the Human Resources Committee also meet with an independent consultant to develop a salary recommendation; which is reviewed and approved first by the committee and then by the Board of Directors. Additionally, the President/CEO utilizes the market information provided by the consultant along with formal performance evaluations, to determine salary recommendations for other senior executives. This process includes a rigorous analysis of those recommendations with the Human Resources Committee as a part of the review and approval process. Performance incentives allow executives to earn additional compensation if they achieve specific organizational goals for furthering Providence operating commitments and strategic objectives - advancing the Providence Mission and core values, meeting benchmarks for charity care, achieving quality targets, delivering top-rated patient 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.”

“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.”

“Todd Hofheins - 1801 Lind Avenue SW, Renton, WA 98057. Aaron Martin - 1801 Lind Avenue SW, Renton, WA 98057.”

“INHS's Northwest MedStar Division which offered air ambulance services was sold to Oregon-based Life Flight Network in April of 2016.”

“Aircraft Services: Program service expenses 3,083,567. Management and general expenses 0. Fundraising expenses 0. Total expenses 3,083,567. Repairs & Maintenance: Program service expenses 3,122,984. Management and general expenses 968,072. Fundraising expenses 0. Total expenses 4,091,056. Other Patient Services: Program service expenses 1,032,997. Management and general expenses 0. Fundraising expenses 0. Total expenses 1,032,997. Consulting Fees: Program service expenses 334,073. Management and general expenses 114,979. Fundraising expenses 0. Total expenses 449,052. Agency/Contract Labor: Program service expenses 1,277,021. Management and general expenses 124,720. Fundraising expenses 0. Total expenses 1,401,741. Transportation Services: Program service expenses 400,544. Management and general expenses 0. Fundraising expenses 0. Total expenses 400,544. Billing & Collections: Program service expenses 0. Management and general expenses 70,742. Fundraising expenses 0. Total expenses 70,742. Other Admin Services: Program service expenses 0. Management and general expenses 221,247. Fundraising expenses 0. Total expenses 221,247.”

“FAS 136 Adjustment -89,002. Net Assets/Liabilities Assumed - LifeFlight Networks Sale -227,779. Contribution Reclassification -160,511. Rounding 2.”

“As part of the Consolidated Providence Health & Services Audited Financial Statements, the following applies: The Providence Health & Services Audit and Compliance Committee assists the Board of Directors with the oversight of the integrity of the System's consolidated financial statements and reporting, the audit process and the System's internal financial controls and policies; compliance with ethical, legal and regulatory standards and requirements; the independence, qualifications and performance of the System's internal and external auditors; the System's investment committee; and informs the Board of Directors of critical risk areas and recommended mitigation.”

“Volunteers provided approximately 1485 hours of services. Tasks ranged from clerical assistance, hospital greeters, nursing unit assistants, St. Luke's advisory board and event assistance, including the Halloween Carnival and the Team St. Luke's events.”

“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.”