Glendale Memorial Health Foundation

“The organization has a sole corporate member, dignity health, a 501(c)(3) exempt organization.”

“Dignity health, as the sole corporate member, ratifies the selection of members and the dignity health board approves new board members, may appoint and remove any board members of the foundation.”

“Reserved rights of the corporate member include adoption of mission and philosophy statements, amendment or restatement of articles of incorporation and bylaws, dissolution of the corporation, acquisition of another corporation, creation of a new subsidiary, merger or consolidation with another corporation, participation as a general or limited partner in any venture, incurring long-term indebtedness in excess of normal operating requirements, ratification of board member appointments and dismissals, selection and removal of independent auditors, and transactions outside the ordinary course of business.”

“The board of directors delegated the review of the form 990 to the hospital cfo. The return was reviewed by the cfo and an independent accounting firm engaged by the organization to review the return. The cfo reviewed all sections of the final draft of the form 990 prior to issuance and reported back to the board regarding the form 990. A complete copy of the final draft was provided to the entire voting board before the return was filed.”

“The foundation has adopted dignity health's conflicts of interest policy. Under such policies, the evp/general counsel is designated as the organizations filing officer and responsible for collecting, reviewing and validating annual disclosures of all covered persons including the members of dignity healths governing bodies including its board of directors and board committees, as well as dignity healths officers and executive leaders, key employees, management personnel at the vice president level and above, and any other personnel designated by the filing officer ("covered persons"). All covered persons are required to disclose actual or potential conflicts arising from the business, ownership, financial and personal interests held by such covered persons or their family members. Covered persons are required to disclose to their supervisors and to relevant decision makers any interest that may present a conflict of interest, or the appearance of a conflict of interest. Such disclosure is required on a transactional basis at the time such conflicts arise, when an individual becomes a covered person (e.g. Upon hiring or upon promotion), and annually thereafter. As part of the annual disclosure survey conducted pursuant to the coi policies, each covered person is required to certify that he/she: (1) has received a copy of the coi policy or coi policies applicable to his/her position; (2) has read the coi policy and understands said policy; and (3) agrees to comply with all requirements of the coi policies, including completing the conflicts of interest disclosure survey as required by the coi policies. Using the information from the annual disclosure survey, the filing officer prepares annual reports of reported conflicts of interest and distributes those reports to the governing body chairs, including the chair of the board of directors and the chair of dignity health board committees, as well as to key leaders of the organization to enable the responsible individuals to monitor and manage disclosed conflicts of interest and assure decisions are made in the organization's best interests. The procedures for addressing a conflict of interest related to a proposed transaction in the case of governing bodies include, but are not limited to: (1) the actual or potential conflict of interest is fully disclosed to the applicable governing body and any other relevant decision-makers; (2) the interested person responds to factual questions related to the substance of the transaction or arrangement being considered, after which he/she shall leave the meeting; (3) the interested person may be excluded from the discussion and must be excused from the meeting prior to and during the approval of such transaction; (4) if warranted, alternatives to the proposed transaction are investigated, and competitive bids or comparable valuations are obtained; (5) the transaction or action is approved by a majority of disinterested members of the governing bodies, consistent with any requirements of bylaws and coi policies; and (6) any conflicting issues arising during the course of a governing body meeting which cannot be resolved may be referred to an independent committee of the applicable governing body. There are similar conflicts of interest provisions under dignity healths standards of conduct, which are applicable to all employees and which are administered by the vp/corporate compliance officer who has reporting responsibility to the president/ceo as well as to the audit and compliance committee of the board of directors.”

“For 2017 compensation, compensation levels for the foundation's top management official and other officers were established after utilizing comparable market data for organizational size, presence, and demonstrated past performance in said position. Dignity health's human resources and compensation committee approves, consistent with the organization's philosophy and principles, the annual performance goals and criteria to be used in determining merit increases and variable compensation criteria for officers and key executives. The human resources and compensation committee also engages outside legal counsel as necessary and qualified independent compensation and benefits specialists (independent experts) to review, analyze and provide benchmarking data for the total compensation and benefits packages of officers and key executives. Appropriate comparable data is obtained from the independent experts, (e.g., total economic benefits paid by similarly situated organizations, both taxable and tax-exempt, for similar job responsibilities). Key deliberations of the committee are documented in meeting minutes which are approved at the next committee meeting and provided to the board of directors. The documentation of the deliberations includes (a) the terms of the transaction approved and the date approved; (b) the members of the committee who were present during discussion of the approved transaction and those who voted on it; and (c) the comparability data obtained and relied upon by the committee and how the data was obtained.”

“Federal tax laws do not mandate that the organization's governing documents, conflict of interest policy and financial statements be made available for public inspection. The organization makes its financial statements available on its website and upon request.”

“Dr. Santo polito's compensation is for medical director services provided to the supported organization. The organization does not compensate j sprengel, j welton, c w herron, r cheng and k guoyavatin for their services as board members or officers. The compensation reported represent compensation as employees of the supported organization.”

“The organization does not have employees. As a supporting organization, the foundation operates for the benefit of the hospital and utilizes the employees of that hospital. The proportionate salaries and benefits for these individuals are allocated to the foundation. The salaries of these employees are included in the hospital entity's form w-3 and federal employment tax returns.”

“Change in value of split interest agreements; $53,402 prior year pledge adustment, $(92,745)”

“Description:administrative services total fees:671131”

“Description:professional fees total fees:75843”

“Description:catering total fees:5452”

“Description:other purchased services total fees:2268”