Good Samaritan Foundation

“The executive committee's authority derives from the authority of the good samaritan foundation board and consists in 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 the members are the directors of multicare health system (mhs), a related tax-exempt organization.”

“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 director on the board of directors of good samaritan foundation.”

“The corporate governance functions of the foundation are allocated between the members of good samaritan foundation (consisting of the multicare health system board of directors), and the good samaritan foundation 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 good samaritan foundation 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-b: process used to determine compensation of the ceo: the board, through utilization of the multicare health system's (a related tax-exempt organization)(the member) compensation committee, consisting of independent, non-paid, mhs board members, is accountable for ensuring reasonable total compensation packages for the other officers or key employees who manage and lead multicare health system entities. The compensation committee directs the development and it approves annual goals and performance criteria that are used to determine variable compensation opportunities for the president. The compensation committee assesses performance against these goals and performance criteria, which include improving patient care, care access to the underserved, clinical outcomes, and patient safety, as well as earning an operating margin to enable investment in people, technology, and facilities. The compensation committee selects and engages a qualified independent compensation consultant each year to review and analyze the total compensation package for alignment with appropriate practices for similar not-for-profit healthcare systems. The compensation committee, as part of its analysis, obtains from the independent compensation consultant appropriate comparability data, including total compensation paid by similarly situated not-for-profit health care organizations for positions that are functionally comparable. The compensation deliberation and decisions are contemporaneously documented. The last time this process was undertaken was 2019.”

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

“Liquidation/distribution to the surviving entity, multicare foundations -23,246,765.”