Institute for Systems Biology

“Classes of members or stockholders western healthconnect is the sole corporate member of institute for systems biology.”

“Classes of persons and the nature of their rights 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. All director nominations that come from the institute for systems biology board as nominations must be approved by western healthconnect, as the corporate member.”

“Classes of persons, decisions requiring approval and type of voting rights the following powers reside with the corporate member: 1) to adopt or change the mission, philosophy, and values, including the strategic plan and mission statement. 2) to amend or repeal the articles of incorporation or bylaws. 3) to approve the acquisition of assets, the incurrence of indebtedness or the lease, sale transfer, assignment or encumbering of assets exceeding a specified threshold, or the sale or transfer of any property which may have historical or religious significance. 4) to approve the dissolution or liquidation. 5) to approve the annual operating and capital budgets. 6) to appoint the certified public accountants. 7) to approve the closure of any institution or major entity or work of the corporation.”

“Process to review 990 the form 990 was prepared based on information received from various departments of the organization including the finance team, human resources, payroll, compliance and the general counsel's office. The organization engaged an outside accounting firm to prepare the return. The return has been reviewed by an officer of the organization. A full copy of the form 990 was provided to all board members prior to filing with the irs. The audit committee of the parent organization is provided an annual update on the tax reporting process and key disclosures.”

“Process to monitor transactions for conflicts of interest board members, sponsors, senior leaders and key employees are required to disclose any real or potential conflict of interest (coi) 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.”

“Process for determining compensation in april 2017, the employment agreement for the isb president was jointly executed by isb's sole member and isb's incumbent president and chief operating officer. The effective date of his appointments as isb president and professor was january 1, 2018. 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.”

“Governing documents, conflict of interest policy and financial statements 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.”

“The return is being amended to reflect changes to parts vi, vii, and viii of the 990. For part vi, box 15b of section b, the schedule o narrative regarding the process for determining compensation for the top management official has been updated and a corresponding update has been added to schedule j. An erroneous compensation entry for brian turner was also included in the originally filed return. This has been removed for the amended return. The return is also being amended to reclass 376,355 of contributions from membership dues to all other contributions.”