Providence St. Joseph Health Foundation

“The Member of the Corporation is Providence Health & Services - Washington.”

“The Board of Directors shall be elected annually by the member of this corporation.”

“The following powers reside with the Member: To adopt or change the mission, philosophy, and values of the Corporation. To amend or repeal the Articles of Incorporation and the Bylaws of the Corporation. To approve the acquisition of assets, the incurrence of indebtedness or the lease, sale, transfer, assignment or encumbering of the assets, in excess of a specified amount. To approve the dissolution and/or liquidation or the consolidation or merger of the Corporation. To approve a plan of merger or consolidation. To approve final decisions on any matters involving the moral, theological or Church Law requirements followed by the Members.”

“The Form 990 is prepared internally by experienced staff and reviewed by external tax advisors. The Board of Directors reviewed the Form 990 prior to filing with the IRS.”

“Providence Health & Services maintains a conflict of interest policy that applies to board members and management of all Providence-related organizations. The purpose of the policy is to guide and direct those serving the Providence Health & Services' corporations and other legal entities so they can (1) fulfill their fiduciary responsibilities and exercise stewardship in ways that promote and protect the best interests of Providence and, (2) avoid situations that create a conflict, or the appearance of a conflict, between the interests of an individual associated with Providence and Providence. On an annual basis, each board member and management level employee must complete and submit an updated conflict of interest statement. Conflict of interest disclosures are reviewed by the System Integrity Department working in conjunction with the Department of Legal Affairs. If it is determined that an actual conflict exists, appropriate follow-up action is taken with the individual to rectify the conflict.”

“It is Providence's intention to make financial information accessible and transparent. Although the filing of Form 990 provides insight into how Providence achieves its Mission, delivers its programs and stewards its finances, deciphering the information directly from Form 990 can be challenging. The following paragraphs provide further information about the process we use to determine compensation for top management, officers and key employees. Providence has a single fiduciary Board, with responsibility for financial oversight associated with fulfillment of the Providence Mission, developing system policies, protecting the assets entrusted to the organization and overseeing the strategic and operational affairs of Providence's legal entities. Providence also maintains a network of community ministry boards with responsibility for quality of care oversight, community relations, advocacy and community needs assessments. Providence has a consistent compensation philosophy for all of its employees, including our senior executives. Salaries for senior executives are determined by the Providence Board's Human Resources Committee and approved by the full Board of Directors, none of whom is a Providence employee. The Board retains an independent consultant each year to review salaries of those in the most significant leadership roles in the organization. Part of the consultant's role is to review an extensive array of compensation surveys of large, not-for-profit health care systems in the United States. Providence is one of the larger health systems in the country, and as such, the Board benchmarks executive compensation against other large, not-for-profit health systems whose revenue is similar to that of Providence. Base salaries for Providence executives are set at the median level of the market, as identified by the independent consultant and reviewed with the Human Resources Committee. Each year, the Board Chair conducts a formal performance evaluation of the President/CEO that considers input from the other directors and senior leaders reporting to the President. The evaluation is discussed with the Human Resources Committee and then a recommendation is made by the committee to the full Board. The Board Chair and the Chair of the Human Resources Committee also meet with an independent consultant to develop a salary recommendation; which is reviewed and approved first by the committee and then by the Board of Directors. Additionally, the President/CEO utilizes the market information provided by the consultant along with formal performance evaluations, to determine salary recommendations for other senior executives. This process includes a rigorous analysis of those recommendations with the Human Resources Committee as a part of the review and approval process. Performance incentives allow executives to earn additional compensation if they achieve specific organizational goals for furthering Providence operating commitments and strategic objectives - advancing the Providence Mission and core values, meeting benchmarks for charity care, achieving quality targets, delivering top-rated patient satisfaction, meeting employee satisfaction goals and reaching financial performance objectives. The Board of Directors conducts a thorough process to ensure performance incentives are aligned with appropriate practices for not-for-profit health care systems. The Board's process for executive compensation fully complies with IRS standards and mirrors the best practices recommended in the "Report to Congress and the Nonprofit Sector on Governance, Transparency, and Accountability" submitted to the Senate Finance Committee by the Panel on the Nonprofit Sector.”

“Public disclosure of governing documents, conflict of interest policy and 990 filings are made available to the public upon written request. The consolidated financial statements are available on our public Internet site www2.providence.org. All governing policies including the conflict of interest policy, as well as 990 filings are available to employees on the Intranet site.”

“As members of the Religious Community, each Sister has taken a vow of poverty as a compulsory part of her religious life. Any compensation for services of a Sister inures only for the benefit of the Community, not the individual members. All payments for services are made directly to the Religious Community.”

“The original return was filed showing Deferred Gifts and the related liabilities associated with those Deferred Gifts. A review by our Legal Department determined that these gifts were not held by this organization and that the amounts reported on the original return were already reported on the proper legal entity. This return is being filed to remove the aforementioned amounts. Additionally, the answers to Part VI, Section B, Questions 15a & 15b have been changed to "No" since the IRS Instructions state that this is the proper answer if compensation is determined by a related organization instead of the reporting organization.”

“The Providence Health & Services Audit and Compliance Committee assists the Board of Directors with the oversight of the integrity of the financial statements and reporting, the audit process and the internal financial controls and policies; compliance with ethical, legal and regulatory standards and requirements; the independence, qualifications and performance of the internal and external auditors; the investment committee; and informs the Board of Directors of critical risk areas and recommended mitigation.”