St Joseph'S Foundation

“FORM 990, PART V, Line 2A The organization does not have employees. As a supporting organization, the foundation operates for the benefit of the hospital and utilizes the employees of that hospital. The proportionate salaries and benefits for these individuals are allocated to the Foundation. The salaries of these employees are included in the hospital entity's Form W-3 and federal employment tax returns. FORM 990, PART VI, SECTION A, LINE 2 Business relationships as members of the Boards of Directors of Dignity Health subsidiaries and joint ventures: L HUNT AND P WHITE L HUNT AND M COX J JACKSON AND P WHITE FORM 990, PART VI, SECTION A, LINE 6 The organization has a sole corporate member, Dignity Health, a 501(c)(3) exempt organization. FORM 990,PART VI, SECTION A, LINE 7a Dignity Health, as the sole corporate member, ratifies the selection of members and the Dignity Health Board approves new Board members of the foundation. FORM 990, PART VI, SECTION A, LINE 7b Reserved rights of the corporate member include adoption of mission and philosophy statements, amendment or restatement of articles of incorporation and bylaws, dissolution of the corporation, acquisition of another corporation, creation of a new subsidiary, merger or consolidation with another corporation, participation as a general or limited partner in any venture, incurring long-term indebtedness in excess of normal operating requirements, ratification of board member appointments and dismissals, selection and removal of independent auditors, and transactions outside the ordinary course of business. The sole corporate member may appoint and remove any director of the Foundation. FORM 990, PART VI, SECTION B, LINE 11B The Foundation's Vice President of Operations and CEO reviewed the Form 990 in detail prior to filing, as did the Foundation's Audit and Finance Committee. Due to timing of Board meetings, the full board did not receive a copy of the Form 990 prior to filing. However, the form was provided to the full board at the first meeting subsequent to the filing date. FORM 990, PART VI, SECTION B, LINE 12c THE FOUNDATION HAS ADOPTED DIGNITY HEALTH'S CONFLICTS OF INTEREST POLICY. Under such policies, the EVP/General Counsel is responsible for collecting, reviewing and validating annual disclosures of all covered persons (i.e., Board and Board Committee members, officers and executive leadership, key employees, management personnel at the vice president level and above, and any other personnel at his or her discretion). All covered persons are required to disclose real or potential conflicts arising from the business, financial and personal interests held by such covered persons or their family members. Covered persons are required to disclose to their superiors and to relevant decision makers any interest that may present a conflict, or the appearance of a conflict of interest. Such disclosure is required on a transactional basis at the time such conflicts arise, when an individual becomes a covered person, and annually thereafter. Each covered person is required to certify at least annually that he/she: (1) has received a copy of the policy applicable to his/her position; (2) has read the policy and understands said policy; and (3) agrees to comply with all requirements of the policy, including completing the conflicts of interest disclosure statement as required by the policy. The President/CEO and EVP/General Counsel prepare annual reports of reported conflicts of interest, which are provided to the Board of Directors, Committee Chairs, and key leaders of the organization to enable responsible individuals to monitor and manage disclosed conflicts of interest and assure decisions are made in the organization's best interests. The procedures for addressing a conflict of interest related to a proposed transaction include, but are not limited to, the following: (1) the conflicting interest is fully disclosed to the Board of Directors, members of Board Committees”

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