Saint Alphonsus Foundation-Baker City Inc.

“The sole member of saint alphonsus foundation-baker city (the foundation) is saint alphonsus medical center-baker city. See line 7 for additional information.”

“Saint alphonsus medical center-baker city is the sole member of the foundation. Saint alphonsus medical center-baker city has the right to appoint all persons to the board of trustees of the foundation.”

“As sole member, saint alphonsus medical center-baker city must approve certain decisions of the governing body, including the strategic plan, annual capital plan, and annual operating budget. Saint alphonsus medical center-baker city must also approve significant changes such as a merger, dissolution, sale of assets in excess of certain limits, and modifications to governing documents.”

“Line 8b is answered "no" because saint alphonsus foundation-baker city had no committees with authority to act on behalf of the governing body.”

“Prior to filing, the form 990 for the foundation is reviewed by management. Each member of the board receives a copy of the return in its final form before it is filed with the internal revenue service.”

“The foundation has adopted trinity health's governance policy no. 1, which sets forth the organization's conflict of interest policy and processes. It applies to all "interested persons" of the foundation, which includes trustees, principal officers, and key employees. Interested persons are expected to discharge their duties in a manner the person reasonably believes to be in the best interests of the foundation and to avoid situations involving a conflict of interest. On an annual basis, interested persons are required to complete a conflict of interest disclosure statement and to affirm their receipt of the conflict of interest policy, compliance with its requirements, and agree to notify the organization of changes impacting their annual disclosure in accordance with the policy. The annual disclosures are provided to the integrity and compliance officer. If a potential conflict is identified, the integrity and compliance officer shares the disclosures with internal legal counsel, from which legal counsel prepares a report for the board chair and ceo. A summary of potential conflicts is reviewed with the board of trustees of the foundation on a yearly basis. Interested persons are required to make full disclosure to the foundation of any financial or business interests that might result in or have the appearance of a conflict of interest. The board of trustees of the foundation is responsible for the review of transactions to determine whether an actual conflict of interest exists. In the event of an actual conflict, the board will either avoid the conflict or appropriately scrutinize the transaction to ensure it is in the best interests of the foundation. Interested persons are required to recuse themselves from discussion and voting on matters involving a conflict of interest. The policy further addresses the proper documentation of the proceedings and potential disciplinary and corrective action for violations of the policy. The policy is available to the public upon request.”

“Question 15a is answered "no" because the compensation for certain officers of the foundation is established by trinity health, a related organization. In establishing president and system cfo compensation, trinity health follows a process and policy that is intended to mirror the irc section 4958 guidelines for obtaining a "rebuttable presumption of reasonableness" with regard to compensation and benefits. As part of that process, the compensation and benefits of the president and system cfo of the foundation are reviewed at least annually by the trinity health board or the trinity health human resources and compensation committee (hrcc) of the board, authorized to act on behalf of the board with respect to certain compensation matters. As part of its review process, the hrcc retains an independent firm experienced in compensation and benefit matters for not-for-profit health care organizations to advise it in the determinations it makes on the reasonableness of proposed compensation and benefits arrangements. Question 15b is answered "no" because the compensation for other officers is determined and paid by other related entities in the saint alphonsus system. Compensation is determined using an annual review of goals and performance by the individuals' managers.”

“The foundation is a subsidiary organization in the trinity health system. Trinity health makes certain of its key documents available to the public on its website, www.trinity-health.org, in the "about us" section. In this section, the consolidated audited financial statements are publicly available. The foundation's governing documents and conflict of interest policy are available upon request.”

“The foundation's financial statements were included in the fy22 consolidated financial statements of trinity health, which were audited by an independent public accounting firm.”