John Muir Health Foundation

“Members or stockholders john muir health is the sole corporate member of john muir health foundation.”

“Power to elect or appoint members of governing body the president and ceo of the corporate member is a voting ex officio member of the board of john muir health foundation. The election of directors, other than ex officio directors, is subject to the approval of the corporate member. The corporate member may also remove any director with or without cause or reason at any time.”

“Governance decisions subject to approval by the member the following corporate actions require the pre-approval by the corporate member: (a) merger, consolidation or dissolution of the corporation; (b) amendment or restatement of the articles of incorporation or bylaws; (c) approval of operating and capital budgets, although the board is empowered to develop its own budget within the guidelines and objectives set by the corporate member; (d) any borrowing or indebtedness, including but not limted to lease agreements and contracts of sale; (e) purchase, sale, lease, disposition, hypothecation, exchange, gift, pledge and encumbrance of any asset, real or personal in excess of $250,000 or such greater dollar amount as may be determined by the corporate member from time-to-time; (f) appointment of an independent auditor and corporate counsel; (g) approval of transactions of the corporation in which a director or officer of the corporation has a material financial interest as defined in the conflict of interest policy; and (h) any other major transactions or major policies as determined by the corporate member in its sole discretion.”

“Form 990 review by the governing body the completed form 990 is provided to the board of directors sufficiently in advance of the filing deadline to enable a detailed and conscientious review by all members. An overview of the form 990, with sufficient detail, is presented to the board with the completed form 990. All questions and concerns of the board of directors will be addressed by the chief financial officer or their designee and incorporated into the form 990 as appropriate. After all of the input from the board of directors has been appropriately addressed, a complete copy of the form 990 is distributed to the full board before john muir health foundation will file the final form 990 as required.”

“Conflict of interest monitoring annually, the john muir health (jmh) board conflict of interest policy is distributed to board members, along with a conflict of interest disclosure form required to be completed and signed. Disclosed conflicts are compiled in a document and reviewed by the board chair, president/ceo, and general counsel. Together, these individuals monitor any potential conflicts and the general counsel attend board meetings to ensure compliance with the policy. Transactions involving a potential conflict are reviewed and approved in advance by the general counsel, governance committee and for certain transactions with the current board members, the board. The policy also requires board members to disclose conflicts during the year and recuse themselves from voting on any matters related to a conflict. As questions about potential conflicts arise during the year, the general counsel reviews them with the affected board member, the president/ceo and the board chair. To ensure the organization operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted, including periodic reviews of its transactions or arrangements with its officers and board members, and any other individual or entities that may have a substantial influence over the business and affairs of the organization.”

“Executive compensation compensation for the chief executive officer, other officers and key employees are established annually by the compensation committee of john muir health. The compensation committee is a standing committee of the board of directors comprised of no less than 5 voting directors, none of which has a conflict of interest with respect to the compensation transactions under consideration. The compensation committee utilizes an outside expert compensation consultant. The outside consultant provides market data of similarly situated organizations for each individual based upon their level of responsibilites. That data is used by the compensation committee to establish the annual compensation package for each individual. It is the philosophy of the organization to establish a compensation package for each individual that reflects the median of the market as established by the outside consultant. The committee's deliberations and decisions regarding these compensation arrangements are documented in the committee minutes that are reviewed at its next meeting. The documented minutes include (1) terms of the compensation arrangement, including date it was approved; (2) a description of the comparable data relied upon by the committee and how it was obtained; (3) a list of the members present during the deliberations and how the members voted; (4) any actions taken with respect to consideration of any member of the committee who had a potential conflict of interest with respect to the transaction.”

“Documents available to the public audited financial statements, governing documents and conflict of interest policy are available from the john muir health legal department upon request.”

“The form 1096 and related 1099 forms, form w-3 and related w-2 forms are issued by john muir health under ein 94-1461843. John muir health is the sole corporate member of john muir health foundation.”

“Other purchased services: program service expenses 484,422. Management and general expenses 0. Fundraising expenses 0. Total expenses 484,422. Purchased services: program service expenses 1,278,825. Management and general expenses 1,075,980. Fundraising expenses 1,016,466. Total expenses 3,371,271.”

“Write off of prior year pledges -1,322,321.”