Silverton Health

“Legacy Health (Legacy) provides management services for all of its affiliated companies which includes, accounting, purchasing, contracting, legal, human resources, information technology, billing, facilities, budgeting, transcription, security, public relations, strategic planning, organization development.”

“Legacy Health is the sole member of Silverton Health.”

“The affairs of Silverton Health are managed by the Board of Directors that includes the following:1. President of Silverton Health Medical Staff who serves Ex-Officio2. Elected Directors, and 3. One Legacy Director who is a voting member of the Legacy Health Board of Directors and appointed by Legacy Health”

“The Elected Directors are nominated by Silverton Health for election by Legacy Health. Legacy Health can elect an Elected Director to the Board of Directors only if the Silverton Health Board has nominated that Director.”

“The Legacy Board received a copy of the 990 return prior to filing. At the direction of the entire Board, the Board Compensation Committee reviewed the compensation disclosures and the Board Audit and Compliance Committee received a memorandum with draft 990 returns for Legacy and Legacy Emanuel Hospital & Health Center highlighting key areas and requesting feedback. Questions from the Board Audit and Compliance Committee are answered and changes made where appropriate. Any significant differences in disclosure from the draft 990 to the final 990 return for other affiliated entities, including Silverton Health are provided to the Board Audit and Compliance Committee. Depending on the deadline for the 990 return filing and the Board Audit and Compliance Committee meeting this discussion may take place following the filing of the return.”

“The following is a summary of Legacy's policy and procedures for conflict of interest disclosure, monitoring and resolution.All Legacy employees and non-employees in leadership positions (e.g., Board members, Foundation Trustees, Medical Directors) are required to disclose potential conflicts of interest as the conflict arises. All employees are required to disclose any conflict of interest per the Standard of Conduct policy. Certain groups have annual formal disclosure requirements, Executives and non-employees in leadership positions complete the Conflict Disclosure Statement from the Standards of Conduct policy annually. Officers, Directors, Trustees, Key and Highly Compensated employees are also required to complete a questionnaire covering business relationships, business transactions with interested parties, loans and grants. Conflict Disclosure Statements and questionnaires are returned to Legacy Corporate Compliance or Tax Departments for review of the disclosure. If a conflict is disclosed, or identified through any other means, Legacy Corporate Compliance ensures that management mitigates the risk (e.g., discontinues relationship with vendor, segregates responsibilities, recuses Board member from voting in area of conflict) and that the conflict and mitigation steps are reported to the appropriate level (e.g. Audit and Compliance Committee of the Board).”

“The following describes the compensation practices of Legacy Health and its affiliates.Executive compensation for Legacy is designed to recruit, retain and motivate qualified senior leaders responsible for ensuring Legacy Health serves its mission and patients every day, and for ensuring a safe, inclusive and equitable workplace for all Legacy employees. The comprehensive compensation plan is designed for positions that have a significant impact on the high-level strategic and policy direction of Legacy and its affiliates, and are accountable for the effective day-to-day operation of the system.Base pay and total compensation (including incentive compensation) for similar positions is established at a level comparable to market compensation for healthcare organizations. External consultants are regularly used to review published compensation surveys of comparable organizations and comparable benchmark positions in the market. The Compensation Committee of the Board of Directors, none of whom is a Legacy employee, reviews the compensation for key executive positions. The Committee oversees the system's governance procedures with respect to the evaluation of reasonableness of compensation. The Committee reports to the Board in sufficient detail to enable the entire Board to take such actions as are required to obtain the rebuttable presumption of reasonableness. The Compensation Committee also reviews tax-reporting disclosures.”

“Legacy Health's audited and interim consolidated financial statements are publicly available on the Electronic Municipal Market Access(EMMA) (www.emma.msrb.org) and DAC Bond (www.dacbond.com) websites. Legacy's audited consolidated financial statements include consolidating schedules which highlights Silverton Health's financial results.When changes are made to the Silverton Health Articles or Bylaws, Silverton Health discloses the changes on the IRS Form 990. These documents are publicly available upon request. Other governing documents are not available to the public.”

“Legacy Health System CPC, LLC (CPC) is a common pay agent for Legacy and its affiliates. The CPC files all required federal employment tax returns for Legacy and its affiliates. The number of employees reported on Form W-3 for LSCH is 800.”

“Rounding = $3”

“Schedule J Reporting of Officers and Senior Management on Legacy Affilate Returns. The Legacy Officers, Senior Vice Presidents and other key employees may have responsibilities for the operations of the entire health system, including the affiliated entities. Their compensation is paid from and reported on the Legacy return(EIN 23-7426300). The compensation is reported again for informational purposes on related affiliated entity returns including, Legacy Emanuel Hospital & Health Center, Legacy Good Samaritan Hospital and Medical Center, Legacy Meridian Park Hospital, Legacy Mount Hood Medical Center, Legacy Salmon Creek Hospital, Silverton Health, and Legacy Visiting Nurse Association.”

“Legacy has an audit of its consolidated financial statement which includes consolidating schedules highlighting SH's financial results.”