Providence St. Joseph Health Foundation

“Classes of members or stockholders providence st. Joseph health is the sole corporate member of providence st. Joseph health foundation.”

“Classes of persons and the nature of their rights providence st. Joseph health foundation has a tiered governance in which the corporate members reserve the right to appoint the providence st. Joseph health foundation's governing board. All nominations that come from the providence st. Joseph health foundation board as nominations must be approved by providence st. Joseph health, as the corporate member”

“Classes of persons, decisions requiring approval & type of voting rights the following powers reside with the corporate member: 1) to adopt or change the mission, philosophy, and values, including the strategic plan and mission statement. 2) to amend or repeal the articles of incorporation or bylaws. 3) to approve the acquisition of assets, the incurrence of indebtedness or the lease, sale transfer, assignment or encumbering of assets exceeding a specified threshold, or the sale or transfer of any property which may have historical or religious significance. 4) to approve the dissolution or liquidation. 5) to approve the annual operating and capital budgets. 6) to appoint the certified public accountants. 7) to approve the closure of any institution or major entity or work of the corporation.”

“Process to review form 990 the form 990 was prepared based on information received from various departments of the organization including the finance team, human resources, payroll, compliance and the general counsel's office. The organization engaged an outside accounting firm to prepare the return. The return has been reviewed by an officer of the organization. A full copy of the form 990 was provided to all board members prior to filing with the irs. The audit committee of the parent organization is provided an annual update on the tax reporting process and key disclosures.”

“Process to monitor transactions for conflicts of interest providence takes the issue of conflicts of interest, and independent unconflicted decision-making, very seriously. Providence has a comprehensive conflict of interest policy and interest disclosure policy, and carefully and thoroughly administers these policies. Board members, sponsors, senior leaders and key core leaders are required to disclose any actual or potential conflict of interest in accordance with the providence conflict of interest policy, and so that the individual satisfies his or her fiduciary obligations to the organization. Disclosures are made annually, as well as any time an actual or potential conflict of interest arises. Providence chief legal officer and/or the providence chief risk officer, review all disclosures. Where appropriate, the ceo and/or the board chair will review conflict of interest situations that involve senior leadership or a board member other than the chair. Providence chief legal officer and/or chief risk officer review matters where conflict is difficult or cannot be readily resolved and present recommendations to the appropriate board committee or the ceo, for discussion and resolution. When appropriate, the individual with the real/potential conflict that is being reviewed may participate in the discussion but is excused from the meeting, and from any final discussion and vote, when a decision is being made on whether a conflict exists, or when the action giving rise to the conflict of interest is decided. Where appropriate, the chief risk officer or chief legal officer will provide a plan to manage conflicts and avoid participation by the conflicted individual in the matter giving rise to the conflict of interest. Auditing and monitoring of this process is done periodically. All documentation of conflict of interest disclosures is retained in accordance with organization retention policy.”

“Process for determining compensation 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 entity 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 senior executives, including all officers. Salaries for senior executives are reviewed at least annually by the executive compensation committee, which is a committee of the providence board consisting only of outside, independent directors. The committee makes sure, at each of its meetings, that no member of the committee has a conflict of interest as to any executive whose compensation is reviewed by the committee. The executive compensation committee 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 that are substantially similar to providence in size and complexity (such as having a similar amount of annual net revenue). Additionally, because providence often looks to general industry for leaders in certain functional areas, providence also takes into consideration general industry market data in these special situations. Base salaries for providence executives are generally targeted to the "median" level of the market data (where half the salaries in the data are lower and half the salaries in the data are higher), as identified by the independent consultant and reviewed with the executive compensation committee. 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 executive compensation committee as a part of the review and approval process. Total compensation is tied closely to performance of the organization and the individual. Performance incentives allow executives to earn additional compensation if they help lead providence in achieving specific organizational goals for furthering providence's operating commitments and strategic objectives. The board of directors conducts a thorough review process to ensure performance incentives are aligned with appropriate market practices. The board's process for setting, reviewing and approving executive compensation fully complies with irs standards (to assure that all compensation is considered reasonable) and reflects best governance practices in the industry. The process was last completed in june 2024.”

“Governing documents, conflict of interest policy & financial statements the organization makes its governing documents and conflict of interest policy available to the public upon request. The providence community benefit reports, financial reports, consolidated audited financial statements, and philanthropy reports are also available on the providence internet site.”

“At providence, we use our voice to advocate for vulnerable populations and needed reforms in health care. We are also pursuing innovative ways to transform health care by keeping people healthy, and making our services more convenient, accessible and affordable for all. In an increasingly uncertain world, we are committed to high-quality, compassionate care for everyone - regardless of coverage or ability to pay. We help people and communities benefit from the best health care model for the future - today. Together, our 117,000 caregivers (all employees) serve in 51 hospitals, 1,000 clinics and a comprehensive range of health and social services across alaska, california, montana, new mexico, oregon, texas and washington. The providence family includes: -providence across seven western states -covenant health in west texas -providence facey medical foundation in los angeles, ca -kadlec in southeast washington -pacific medical centers in seattle, wa -swedish health services in seattle, wa as a comprehensive health care organization, we are serving more people, advancing best practices and continuing our more than 100-year tradition of serving the poor and vulnerable. Delivering services across seven states, providence is committed to touching millions of more lives and enhancing the health of the american west to transform care for the next generation and beyond. Through community benefit programs and other high-impact investments, we work to ensure basic health needs are met and serve to remove barriers to care, build community resilience and innovate for the future. Ministries and affiliates support organizations, programs and initiatives that improve health and well-being and increase equitable access to quality care at the community level and at scale across seven states. We are proud of our history and continued commitment to helping build a more equitable, sustainable future. Our steadfast commitment to responding to community need is one of the many ways ministries, affiliates and caregivers live out our shared mission and continue to serve as a vital safety net for those who are vulnerable. For more information go to: https://www.providence.org/about/annual-report environmental, social, and governance standards providence continues to execute on our integrated strategic and financial plan, which clearly expresses our commitment and acceleration of the important work to address social, racial, and economic disparities and reduce our carbon footprint in the communities we serve. Providence advances progress on our carbon negative goal and in 2023 we estimated that we decreased emissions by over 12 percent compared to our 2019 baseline. In addition, our efforts led to the introduction of the green hospitals act, legislation modeled after providence that would provide critical federal funding to weatherize and modernize health care facilities. Providence completed a comprehensive climate resilience plan in alignment with our commitment to the us department of health and human services climate pledge. We continue to reduce greenhouse gas emissions with a focus on led lighting upgrades, water conservation, more efficient delivery of nitrous oxide gas during anesthesia, and advancing our waste optimization work across all hospitals and clinics. Providence st. Joseph health foundation engages philanthropy to help solve some of our nation's most complex and systemic health issues and effect meaningful progress toward making world-class health services accessible to everyone, especially those who are most vulnerable. The foundation offers at-scale funding priorities to support whole-person care, technology, data, and research; clinical institutes; vulnerable communities; health equity, and environmental stewardship in support of providence's vision of creating health for a better world.”

“Individuals listed as officers and key employees of the organization that are paid by a related organization are common law employees of the related organization. It is the intention of providence and the filing organization to make information accessible and transparent, reporting those employees of a related organization who have officer and key employee responsibilities to the filing organization. The related organization common law employees are included in the related organizations section 4960 tax analysis and reporting.”

“Net asset transfers between related tax-exempt organizations 1,200,000. Other change in net asset -201,529.”