Institute for Systems Biology

“Western healthconnect is the sole corporate member of institute for systems biology.”

“Institute for systems biology has a tiered governance in which the corporate members reserve the right to appoint directors to the institute for systems biology 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 was prepared by the tax department based on information received from various departments of the organization and was reviewed by an officer of the organization. A copy of the form 990 was distributed to all voting members of the board. During the audit committee meeting, management presented and discussed certain disclosures and information included in the form 990. The audit committee chair then provided a summary at the full board meeting.”

“Board members, sponsors, senior leaders and key employees are required to disclose any real or potential conflict of interest in accordance with the psjh coi policy and in connection with that individual satisfying his or her fiduciary obligations to the organization. Disclosures are made annually and/or if at any time an actual, real or potential conflict of interest arises. Psjh chief legal officer and/or the psjh chief risk officer, review all disclosures. Where appropriate, the ceo and/or the board chair consider matters that involve senior leadership or a board member. Psjh chief legal officer and/or chief risk officer review matters where conflict is difficult or cannot be resolved and present recommendations to the appropriate board committee or the ceo, for discussion and resolution. When appropriate, the individual with the real/potential conflict that is being reviewed may participate in the discussion but is excused from the meeting when action is decided. Where appropriate, the chief risk officer or chief legal officer will provide plan to manage conflicts. Auditing and monitoring of this process is done periodically. All documentation of coi disclosures is retained per organization retention policy.”

“The organization's chief executive officer/president/executive director is paid by a related organization, providence health & services - washington, and is disclosed as a person paid by a related organization. It is providence st. Joseph health's intention to make financial information accessible and transparent. Although the filing of form 990 provides insight into how providence st. Joseph health 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 st. Joseph health has a single fiduciary board, with responsibility for financial oversight associated with fulfillment of the providence st. Joseph health mission, developing system policies, protecting the assets entrusted to the organization and overseeing the strategic and operational affairs of providence st. Joseph health's legal entities. Providence st. Joseph health also maintains a network of community entity boards with responsibility for quality of care oversight, community relations, advocacy and community needs assessments. Providence st. Joseph health has a consistent compensation philosophy for all of its officers, including our senior executives. Salaries for senior executives are reviewed by the providence st. Joseph health committee. 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 st. Joseph health 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 st. Joseph health. Additionally, providence st. Joseph health's labor market continues to spread across health care and into general industry. Because of this, providence st. Joseph health also takes into consideration general industry for-profit market data, where applicable. Base salaries for providence st. Joseph health executives are generally targeted to the median level of the market, as identified by the independent consultant and reviewed with the executive compensation committee. 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 executive compensation 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 st. Joseph health operating commitments and strategic objectives. The board of directors conducts a thorough review process to ensure performance incentives are aligned with appropriate market practices. The board's process for executive compensation fully complies with irs standards and mirrors best practices. The process to review compensation was last completed march 2018.”

“The organization makes its governing documents, conflict of interest policy, and financial statements available to the public upon request. The psjh community benefit reports, financial reports, and philanthropy reports are also available on the psjh internet site.”