Hoag Hospital Foundation

“Members or stockholders hoag memorial hospital presbyterian, a related tax-exempt organization, is the sole corporate member of hoag hospital foundation.”

“Power to elect or appoint members the organization's members elect the directors of hoag hospital foundation.”

“Decisions reserved for members or stockholders the organization's members must approve the following: a) changes to the articles of incorporation; b) changes or amendments to the bylaws; c) appointment and removal of directors; d) removal of officers; e) any change in the fundamental nature of the foundation; f) disposition of all or substantially all of the foundation's assets; g) any merger, consolidation or similar reorganization of the corporate structure, or dissolution, of the foundation; and h) changes to the investment policy statement and/or change in the primary investment consultant recommended by the investment committee.”

“Process used to review the 990 the organization's board of directors has delegated to the audit committee of the board the review of form 990 prior to issuance. The form 990 was prepared based on information received from various departments of the organization including the accounting team, human resources, corporate compliance and governance. The organization engaged an outside accounting firm to prepare the return. The return has been reviewed by management, including an officer of the organization. The audit committee is provided with a draft of the form 990 and is provided ample time to read the document and develop questions. The audit committee then convenes prior to issuance of the form 990 to review and discuss the draft form 990 with management and external experts hired by management. An electronic version of the form 990 is posted to a secure website available to all of the board of directors prior to filing.”

“Monitoring & enforcement of compliance with conflict of interest policy the organization has a comprehensive conflict of interest policy. Officers, trustees and key employees are required to disclose the existence and nature of any actual, apparent or potential conflicts of interest he she may have that might result in or have the appearance of a conflict in connection with that individual satisfying their fiduciary obligations to the organization. Disclosures shall be made promptly any time an actual, apparent or potential conflict of interest arises and before consummation of any contract or transaction. Officers, directors, non-director members of board committees, and senior executives are required to complete an annual conflict of interest questionnaire. Individual transactions that occur between the annual questionnaires are reviewed by the corporation's legal and compliance officers for potential conflict of interest. Any director who has a conflict of interest with respect to a proposed contract, transaction or arrangement shall refrain from voting on any matter relating to the contract, transaction or arrangement, or be excused from any meeting where the proposed contract is discussed.”

“Process for determining compensation: the organization's president is paid by its tax-exempt parent, hoag memorial hospital presbyterian (hmhp) and the organization reimburses hmhp for the compensation. Please see below for the process completed by hmhp to review and determine compensation. The compensation of the president and all vice presidents (key employees) is determined by the compensation committee of the hhf board of directors. The compensation committee receives a study performed by an independent consulting firm that reviews levels of compensation at comparable organizations for comparable positions when setting compensation of the officers and key employees. This process of using comparable data to establish levels of compensation has been in place in excess of seven years. The compensation committee documents that the compensation is reasonable in its board minutes during executive session. This process was last completed in february 2022. In addition, the independent consulting firm provides the board with an opinion letter each year certifying that the compensation program and all pay elements (total remuneration) approved by the board are deemed reasonable in compliance with irc section 4958.”

“Process for making documents available to the public the foundation makes its governing documents and conflicts of interest policy available to the public upon request. The financial statements are posted on the foundation website.”

“W-2s hoag memorial hospital presbyterian (hmhp) pays all employees of hoag hospital foundation (hhf) and therefore issues all w-2s. Hhf reimburses hmhp for all employee compensation.”

“Change in split interest agreements 722,402.”