Providence St. Francis Association

“The Members of the Corporation are the Provincial Superior of the Sisters of Providence - Mother Joseph Province and those persons who are members of the Provincial Council of the Sisters of Providence - Mother Joseph Province.”

“The powers of the Member include the provision to appoint the number of Directors, appoint the Board of Directors and to remove such Directors at any time with or without cause. Additionally, the Member has the power to appoint the Chairperson of the Board of Directors and the President of the Corporation, to determine the term of office and to remove the officers with or without cause.”

“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 the annual operating and capital budget and approval any deviations from the budget exceeding a specified amount. To appoint the Corporation's certified public accountants after receiving recommendation of the Board of Directors. To approve the lending of Corporate funds, other than the purchase of publicly traded securities, to unaffiliated organizations. To approve the closure of any institution or major ministry or work within this Corporation.”

“The Form 990 is prepared internally by experienced Providence Health & Services staff and reviewed by the internal PH&S Director of Taxes and 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 officers, including our senior executives. Salaries for senior executives are reviewed by the Providence St. Joseph Health 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. Additionally, Providence's labor market continues to spread across health care and into general industry. Because of this, Providence also takes into consideration general industry for-profit market data, where applicable. Base salaries for Providence executives are generally targeted to the median level of the market, as identified by the independent consultant and reviewed with the Executive Compensation 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 Executive Compensation Committee and then a recommendation is made by the committee to the full Board. The Board Chair and the Chair of the Executive Compensation 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 Executive Compensation 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. The Board of Directors conducts a thorough process to ensure performance incentives are aligned with appropriate market practices. The Board's process for executive compensation fully complies with IRS standards and mirrors best practices.”

“Public disclosure of governing documents, conflict of interest policy and 990 filings are made available to the public upon 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.”

“Repairs & Maintenance: Program service expenses 97,843. Management and general expenses 0. Fundraising expenses 0. Total expenses 97,843. Service Coordinator (Contract): Program service expenses 25,498. Management and general expenses 0. Fundraising expenses 0. Total expenses 25,498. Translation Services: Program service expenses 791. Management and general expenses 0. Fundraising expenses 0. Total expenses 791.”

“The 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; investment committee; and informs the Board of Directors of critical risk areas and recommended mitigation.”

“The employees working at the HUD Housing locations are paid by Providence Health & Services - Washington dba WA/MT Regional Services EIN# 91-1996732. Therefore, no W-2s are issued by the reporting organization.”

“Volunteers hosted holiday celebrations for residents, helped replace damaged resident garden boxes, and facilitated a variety of activities for and with residents.”

“AFFILIATION AGREEMENTS Effective April 1, 2016, the Health System (Providence Health & Services) entered into a business combination agreement with the Institute for Systems Biology (ISB). The transaction was accounted for as an acquisition under ASC 958-805. On July 1, 2016, Providence Health & Services (PHS) and St. Joseph Health System (SJHS) entered into a business combination agreement, the purpose of which was to better serve both organizations' communities, maintain strong traditions of Catholic healthcare, and provide greater affordability and access to healthcare services. As part of the business combination, PHS and SJHS aligned under a single parent corporation, Providence St. Joseph Health, with a consolidated board of directors and cosponsorship from the public juridic persons Providence Ministries and St. Joseph Health Ministry. SJHS provides a full range of care facilities including 16 acute care hospitals, home health agencies, hospice care, outpatient services, skilled nursing facilities, community clinics, and physician groups spanning California, west Texas, and eastern New Mexico. The results of operations of these entities have been included in the combined statements of operations of the Health System since July 1, 2016, the effective date of the business combination.”