Multicare Health Foundation

“The executive committee's authority derives from the authority of the multicare foundations board and consists of exercising some powers of the board between regularly scheduled meetings. The executive committee serves as a sounding board for management on emerging issues, problems and initiatives and reports to the board at the board's next meeting on any official actions it has taken. The board does not permit the executive committee to take final action on certain matters such as amending bylaws or resolutions of the board, appointing or removing board members from office, obligating the organization to new debt, or selling or acquiring a major asset.”

“Classes of members multicare health system, a related-tax-exempt entity, is the sole corporate member of multicare foundations.”

“Classes of persons and the nature of their rights the board of directors of multicare health system has the power to appoint or remove any of the board of director members of multicare foundations.”

“The corporate governance functions of the foundation are allocated between the members of multicare foundations (consisting of the multicare health system board of directors), and the multicare foundations board of directors. Major corporate actions that require the members' approval are the following: amendments to the articles of incorporation and bylaws; expenditures, indebtedness, sale, lease or disposal of foundation assets exceeding 5% of the foundation's annual gross revenues; approving merger, consolidation, or dissolution of the foundation; adoption of the annual budget. All other actions not rising to the level of a foregoing major action are solely within the purview of the multicare foundations directors.”

“Process used by the management and/or governing body to review 990 the form 990 is prepared by the internal tax staff and is reviewed by an outside accounting firm. Initial reviews were performed by levels of management in various departments throughout the organization, the vice president of the multicare health system's foundations, the multicare health system chief executive officer and the chief financial officer. A copy of the final form 990, including all required schedules, is distributed electronically for review by each voting member of the foundation's board of directors prior to its filing with the irs.”

“Process used to monitor transactions for conflicts of interest: the foundation board, through utilization of multicare health system (the member) policy and processes, has accountability for oversight of the process for disclosure, evaluation, and management of conflicts of interest involving any director on the board, executive leadership, or key employee. In accordance with the conflicts of interest policy, these individuals are required to complete the conflicts of interest questionnaire at least annually, and have an ongoing obligation to update the disclosure in the event an actual or potential conflict of interest arises. The conflict of interest questionnaire includes a statement that the person has received a copy of the conflicts of interest policy, has read and understands the policy, has agreed to comply with the policy, and understands that the organization must engage primarily in activities that further its tax-exempt purposes. Written disclosures are reviewed by the compliance officer, and in certain circumstances, there is further review by the general counsel and the member. No person with a conflict of interest participates in an activity related to the conflict of interest unless disclosed, resolved, and permitted in accordance with the conflict of interest policy. Conflicts of interest are documented.”

“A and b, process used to determine compensation of the ceo, cfo, top management officials and key employees: the board, through utilization of the multicare health system (a related tax-exempt organization) (the members') compensation committee, consisting of independent, non-paid, mhs board members, are accountable for ensuring and approving a reasonable total compensation package, consistent with its compensation philosophy, for the ceo, cfo, top management officials and key employees for their management and leadership of multicare health system entities. Upon the identification of the compensation for the year, the independent consultant sullivan cotter, reviews the compensation as proposed by the board of directors, and conducts an independent review. At the conclusion of this review, sullivan cotter issues a reasonableness opinion to multicare health system. This is done annually and was done for the current year. The independent consultants assessed that the compensation approved by the board for 2022 was objectively reasonable.”

“Availability of governing documents the organization makes its governing documents, conflict of interest policy and audited consolidated financial statements available to the public upon request.”

“Common law employees: individuals listed as officers and key employees of the organization that are paid fulltime by a related organization are common law employees of multicare health system, a separate legal entity. It is the intention of multicare health system and the filing organization to make information accessible and trasnparent, reporting those multicare health system employees who have officer and key employee responsibilities to the filing organization.”

“Equity transfers 3,613,005.”