Providence Benedictine Nursing Center Foundation

“The Corporate Member of the Foundation is Providence Health & Services - Oregon, a not-for-profit corporation.”

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

“The following powers are reserved exclusively to the Corporate Member: * Adopt and amend the Articles of Incorporation and the Bylaws of the Foundation after consultation with the Foundation's Board of Directors. * Approve the merger, consolidation, or affiliation of the Foundation with another corporation, organization or program, or the dissolution of the Foundation. * Approve any strategic plan of the Foundation. * Approve the annual fundraising plan including special events, annual, capital and planned giving activities. * 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. * Develop and implement investment policies and/or guidelines that will be used by the Foundation in determining appropriate investments.”

“The Form 990 is prepared internally by experienced staff and reviewed by the internal Director of Taxes and external tax advisors . The Foundation Director and signing Board Officer 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 written request. The Health System 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.”

“Rounding 4.”

“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 - Oregon EIN# 51-0216587. Therefore, no W-2s are issued by the reporting organization.”

“Each year we provide two lectures on medical topics. The lectures are free and open to the public. Volunteers help with running the event. Our annual Tree of Remembrance Christmas ceremony and reception involves a number of volunteers. We read the names of loved ones submitted to us, turn on the lights on our big blue spruce outdoors, and celebrate with Christmas carols, blessings, and really good food. Local townspeople, residents and their families, and staff have a great time at this holiday party. Volunteers work on behalf of the Foundation to solicit donations for our gardens which are dearly loved by residents, staff and family members.”