Institute for Systems Biology

“The Articles and Bylaws were amended to reflect a business combination agreement with the Providence Health & Services Health System effective April 1, 2016.”

“Western HealthConnect, a Washington nonprofit corporation, is the sole Member of the corporation.”

“Western HealthConnect has the power to appoint three directors to the Board.”

“The following actions or decisions require approval of the Member before the corporation may take action: 1) To adopt or change the fundamental mission, philosophy, or values of the corporation, or the corporation's strategic plan or mission statement. 2) To amend or repeal the Articles of Incorporation, Bylaws or any other governing document of the corporation. 3) To approve the acquisition of assets, or the incurrence of indebtedness or the lease, sale, transfer, assignment, or encumbering of the assets of the corporation, if the amount involved in any such transaction is in excess of an amount specified from time to time by resolution of the Member, or the sale or transfer of any property which may have historical significance. 4) To approve the dissolution or liquidation of the corporation; the merger, consolidation, reorganization or other combination of the corporation with or into any other corporation or entity; or the conversion of the corporation into any other form of entity. 5) To approve the annual operating and capital budgets of the corporation on a consolidated system-wide basis and recommend approval of the budget. 6) To appoint the corporation's certified public accountants and to receive the annual audit report from such accountants. 7) To approve the lending of corporate funds, other than the purchase of publicly traded securities, to unaffiliated organizations or entities in accordance with policies and guidelines established by the Member. 8) To engage in, or enter into an agreement relating to, a transaction that would change the terms of #2. 9) To form or organize any entity in which the corporation will acquire a voting or other interest, or transfer assets to any such entity. 10) To take or permit any action or decision described in any of the above subsections of this #2 with respect to any entity that directly, or through one or more intermediaries, is controlled by or is under common control with the corporation (as the sole or controlling member or by possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of the other corporation or entity through ownership of voting securities, by contract or otherwise).”

“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 draft return is reviewed by the Director of Finance and the COO. The filing version of the return is distributed electronically to all Board Members prior to filing with the IRS.”

“The Institute has formal written Conflict of Interest (COI) policies for all fiduciaries (Board Members and Officers) and Research Investigators. Both policies require disclosures of any potential conflicts that might exist to be disclosed when conflicts arise and to be summarized annually by completion of the questionnaire. The Board of Directors delegates investigation and evaluation of potential conflicts to a COI Committee (COIC). The ISB COIC is a committee to which the Institute delegates the authority to create policies and procedures to address actual and apparent conflicts of interest relating to Institute research. If it is determined that a COI exists, the COIC will create and monitor a management plan designed to address the issue. The COIC is charged with providing appropriate oversight via the ISB Investigator COI Policy, which is intended to ensure that all financial interests are disclosed, that the conduct of funded research is not biased by COI, and that the interests of ISB are protected. In addition, the COIC reviews ISB spin-out or start-up companies and advises the ISB Board's Technology Transfer Committee (TTC) on any potential COI issues arising from ISB personnel activities and/or interest in the prospective company. The COIC meets at least once per quarter to, among other things, review newly identified potential or actual COI, discuss the ongoing monitoring of existing COI, and assess progress of management plans. In addition, the COIC meets on an ad hoc basis whenever potential COI issues are identified. In the event of a COI, the COIC will create and monitor a management plan. Management may include but is not limited to: 1) Investigator public disclosure of COI 2) Limitations regarding work/role on a conflicted project 3) Divestiture of interests The COIC is an independent body which may report, through the Chief Compliance Officer, concerns to the ISB Board of Directors. The policies also require that if a conflict arises, the covered person recuses himself or herself from any discussion or vote on the matter.”

“The compensation of the Institute's President was reviewed by a paid consultant to determine its comparability to prevailing market conditions for similar positions at other organizations. This study was presented to and approved by the Institute's governing Board of Directors. The employment agreement for the Institute's President was reviewed and approved by the Institute's governing Board of Directors. The compensation of all Officers and Key Employees are based on and subject to approval of the President and are reviewed by the Board of Directors as necessary. Typically, this is done when such positions are refilled due to vacancies.”

“The Institute's Governing Documents, Conflict of Interest Policy , and Financial Statements are not made readily available to the public. The Institute's Application for Tax Exemption and its annual Form 990 are available for public inspection and review upon request.”

“The Institute is part of the consolidated financial statements of Providence St. Joseph Health. The Providence St. Joseph Health 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.”

“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.”

“The volunteers support workshops provided to demonstrate ISB's research to student and general public participants.”