Attach to Form 990 or 990-EZ.| Identifier | Return Reference | Explanation |
|---|---|---|
| FORM 990, PART VI, LINE 6 | DESCRIPTION OF CLASSES AND MEMBERS | SCOTTSDALE HEALTHCARE REALTY CORPORATION (SHRC) DOES NOT HAVE ANY MEMBERS UNDER STATE LAW. HOWEVER, USING THE IRS DEFINITION OF MEMBER, SCOTTSDALE HEALTHCARE CORPORATION (SHC) IS CONSIDERED A MEMBER OF SHRC DUE TO SHC'S ABILITY TO APPOINT AT LEAST A MAJORITY OF THE DIRECTORS OF SHRC AND SHC'S ABILITY TO APPROVE CERTAIN SIGNIFICANT DECISIONS OF THE GOVERNING BODY OF SHRC. |
| FORM 990, PART VI, LINE 7A | CLASSES OF MEMBERS AND THE NATURE OF THEIR RIGHTS | THE BOARD OF DIRECTORS OF SCOTTSDALE HEALTHCARE CORPORATION HAS THE POWER TO APPOINT AT LEAST A MAJORITY OF THE SCOTTSDALE HEALTHCARE REALTY CORPORATION BOARD MEMBERS. THE PRESIDENT/CEO OF SCOTTSDALE HEALTHCARE CORPORATION ALSO SERVES AS AN EX OFFICIO DIRECTOR WITH VOTING RIGHTS. |
| FORM 990, PART VI, LINE 7B | DECISIONS REQUIRING APPROVAL | THE FOLLOWING SUBSTANTIAL ACTIONS CANNOT BE TAKEN WITHOUT THE APPROVAL OF SCOTTSDALE HEALTHCARE CORPORATION: A) REPEALING, ALTERING, AMENDING OR RESTATING THE BYLAWS OR THE CORPORATION'S ARTICLES OF INCORPORATION; B) MERGING WITH ANOTHER CORPORATION OR ENTITY; C) DISSOLVING THE CORPORATION; D) GUARANTEEING THE OBLIGATIONS OF ANOTHER ENTITY OR INDIVIDUAL; E) SELLING OR TRANSFERRING ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF THE CORPORATION. |
| FORM 990, PART VI, LINE 11B | PROCESS USED BY MANAGEMENT AND/OR GOVERNING BODY TO REVIEW 990 | THE TAX RETURN INFORMATION IS GATHERED BY THE FINANCE TEAM FROM VARIOUS SOURCES WITHIN THE ORGANIZATION INCLUDING HUMAN RESOURCES, PAYROLL, DEVELOPMENT AND THE LEGAL DEPARTMENT. THE INFORMATION IS REVIEWED BY THE CONTROLLER AND PROVIDED TO AN ACCOUNTING FIRM THAT PREPARES THE TAX RETURNS. AN INITIAL DRAFT OF THE FORM 990 IS SUBMITTED TO THE CONTROLLER, CHIEF FINANCIAL OFFICER, AND LEGAL COUNSEL FOR REVIEW. COMMENTS FROM THOSE INDIVIDUALS ARE CONSIDERED AND INCORPORATED INTO A REVISED DRAFT THAT IS PRESENTED TO THE BOARD OF DIRECTORS PRIOR TO FILING. THE BOARD OF DIRECTORS REVIEWS THE REVISED DRAFT AND SUBMITS COMMENTS TO THE CONTROLLER. COMMENTS FROM THOSE INDIVIDUALS ARE CONSIDERED AND INCORPORATED INTO A FINAL DRAFT PREPARED FOR FILING. THE FINAL DRAFT IS THEN MADE AVAILABLE TO ALL BOARD MEMBERS PRIOR TO FILING. |
| FORM 990, PART VI, LINE 12C | PROCESS USED TO MONITOR TRANSACTIONS FOR CONFLICTS OF INTEREST | EACH BOARD MEMBER, OFFICER OF THE CORPORATION AND BOARD COMMITTEE MEMBER COMPLETES A CONFLICT OF INTEREST DISCLOSURE STATEMENT ANNUALLY. THE COMPLIANCE OFFICE ALONG WITH GENERAL COUNSEL EXAMINES EACH DISCLOSURE STATEMENT WHERE POTENTIAL CONFLICTS HAVE BEEN DISCLOSED. RECOMMENDATIONS ARE MADE TO THE CHAIR OF THE BOARD ON HOW TO APPROPRIATELY REMEDIATE, MONITOR, OR ELIMINATE ANY CONFLICTS. THE COMPLIANCE OFFICE/GENERAL COUNSEL THEN PROVIDES TO THE INTERESTED PERSON, WITH COPIES TO THE CHAIR OF THE BOARD, THE CEO, AND IF NEEDED, THE APPROPRIATE COMMITTEE CHAIR, A CORRESPONDENCE THAT SPECIFIES WHAT ACTIONS, CONDITION, OR MONITORING OF THE CONFLICT ARE REQUIRED, AND WHETHER THE INTERESTED PERSON IS PERMITTED TO GIVE A PRESENTATION TO THE BOARD OR APPROPRIATE COMMITTEE AFTER FULL DISCLOSURE OF THE CONFLICT. IN SUCH AN EVENT, THE INTERESTED PERSON LEAVES THE MEETING WHILE THE PROPOSED TRANSACTION IS DISCUSSED. THE INTERESTED PERSON IS REQUIRED TO CO-SIGN CORRESPONDENCE SENT BY THE GENERAL COUNSEL AND ADHERE TO IT THROUGHOUT THE YEAR. IF A CONFLICT OR FINANCIAL INTEREST ARISES AFTER THE ANNUAL DISCLOSURE PROCESS THE INTERESTED PERSON WILL CONSULT WITH THE COMPLIANCE OFFICE OR GENERAL COUNSEL AND UPDATE THE DISCLOSURE STATEMENT CONSISTENT WITH THE ADVICE OF THE GENERAL COUNSEL. A RECORD OF THE BOARD OR COMMITTEE MEETING WHERE PROPOSED TRANSACTIONS OR ARRANGEMENTS THAT ARE AFFECTED BY CONFLICT OF INTEREST AND THE MANAGEMENT OF SUCH ARE CONTAINED IN THE BOARD/COMMITTEE MINUTES. IF VIOLATIONS OF THE CONFLICT OF INTEREST POLICY/MANAGEMENT ARE REPORTED, THE GENERAL COUNSEL WILL LOOK INTO THE MATTER. CONFIRMED VIOLATIONS MAY INCLUDE REMOVAL FROM THE BOARD OR COMMITTEE OR OFFICER POSITION PURSUANT TO THE REMOVAL PROCEDURES STATED IN THE BYLAWS. BYLAWS INCLUDE THE PROVISIONS THAT INTERESTED PERSONS WHO RECEIVE COMPENSATION DIRECTLY OR INDIRECTLY FROM THE HOSPITAL SYSTEM MAY NOT VOTE IN SUCH MATTERS. A VOTING MEMBER OF ANY COMMITTEE WHOSE JURISDICTION INCLUDES MAKING CHOICES ON GOODS OR SERVICES FOR THE HOSPITAL SYSTEM OR WHAT AMOUNTS SHOULD BE PAID FOR GOODS OR SERVICES SHALL BE PROHIBITED FROM VOTING ON ANY SUCH MATTER, AND MAY BE PROHIBITED FROM DISCUSSING THE MATTER. PERIODIC REVIEWS OF THE PROCESS ARE CONDUCTED. OUTSIDE EXPERTS MAY, BUT NEED NOT BE USED TO EVALUATE POLICIES AND PROCESSES. |
| FORM 990, PART VI, LINE 15A & 15B | PROCESS USED TO DETERMINE COMPENSATION | AN EXECUTIVE COMPENSATION CONSULTANT CONDUCTS DETAILED MARKET ANALYSIS FOR EXECUTIVE CASH COMPENSATION. THEY UTILIZE AVAILABLE PUBLISHED HEALTHCARE SURVEY SOURCES. EXECUTIVE POSITIONS ARE MATCHED TO APPROPRIATE SURVEY POSITIONS BASED ON JOB CONTENT, DUTIES AND SCOPE OF RESPONSIBILITY. SURVEY DATA IS MATCHED FROM ORGANIZATIONS OF SIMILAR SIZE AND SCOPE. RESULTS OF THE STUDY ARE SHARED WITH THE BOARD FOR APPROVAL. THE STUDY WAS LAST COMPLETED IN OCTOBER 2012. |
| FORM 990, PART VI, LINE 19 | AVAILABILITY OF CERTAIN DOCUMENTS TO THE GENERAL PUBLIC | DOCUMENTS ARE AVAILABLE FOR PUBLIC INSPECTION UPON REQUEST TO THE CORPORATE CONTROLLER AT: 8125 N. HAYDEN ROAD, SCOTTSDALE, AZ 85258 |
| FORM 990, PART VII | HOURS DEVOTED TO RELATED ORGANIZATIONS | IN ADDITION TO THE HOURS DEVOTED TO SCOTTSDALE HEALTHCARE REALTY CORPORATION AS REPORTED IN PART VII, THE FOLLOWING OFFICERS DEVOTED HOURS TO RELATED ORGANIZATIONS SCOTTSDALE HEALTHCARE CORPORATION (SHC), SCOTTSDALE HEALTHCARE HOSPITALS (SHH), SCOTTSDALE HEALTHCARE FOUNDATION (SHF) AND SCOTTSDALE CAPTIVE INSURANCE COMPANY (SCIC). EACH BOARD MEMBER ALSO SERVED AS DIRECTOR AND DEVOTED TIME TO EACH OF THESE ENTITIES. GARY E. BAKER DEVOTED 13 HOURS PER WEEK TO SHC, 24 HOURS PER WEEK TO SHH AND 1 HOUR PER WEEK TO SCIC. DAVID A. BARBER DEVOTED 40 HOURS PER WEEK TO SHC. JAMES F. BURKE DEVOTED 39 HOURS PER WEEK TO SHC AND 1 HOUR PER WEEK TO SCIC. JAMES R. CRAMER DEVOTED 40 HOURS PER WEEK TO SHC. MICHAEL R. FOLEY DEVOTED 40 HOURS PER WEEK TO SHC. ALAN B. KELLY DEVOTED 35 HOURS PER WEEK TO SHC AND 5 HOURS PER WEEK TO SCIC. JEAN KNOEDLER DEVOTED 16 HOURS PER WEEK TO SHC AND 24 HOURS PER WEEK TO SHH. TODD A. LAPORTE DEVOTED 35 HOURS PER WEEK TO SHC AND 5 HOURS PER WEEK TO SCIC. WENDY H. LYONS DEVOTED 40 HOURS PER WEEK TO SHC. CAROL HENDERSON MCCUNE DEVOTED 39 HOURS PER WEEK TO SHC AND 1 HOUR PER WEEK TO SCIC. VIKKI L. NOYES DEVOTED 8 HOURS PER WEEK TO SHC AND 32 HOURS PER WEEK TO SHH. KIMBERLY A. POST DEVOTED 7 HOURS PER WEEK TO SHC, 32 HOURS PER WEEK TO SHH, AND 1 HOUR PER WEEK TO SCIC. PEGGY J. REILEY DEVOTED 15 HOURS PER WEEK TO SHC, 24 HOURS PER WEEK TO SHH, AND 1 HOUR PER WEEK TO SCIC. THOMAS J. SADVARY DEVOTED 39 HOURS PER WEEK TO SHC AND 1 HOUR PER WEEK TO SHF. MARK A. SLATER DEVOTED 40 HOURS PER WEEK TO SHH. BRIAN D. STEINES DEVOTED 40 HOURS PER WEEK TO SHC. DEAN C. THOMAS DEVOTED 40 HOURS PER WEEK TO SHH. KATHI L. ZARUBI DEVOTED 40 HOURS PER WEEK TO SHH. RICHARD C. SILVER DEVOTED 20 HOURS PER WEEK TO SHH AND 20 HOURS PER WEEK TO SCH. LOIS E. UNIAT DEVOTED DEVOTED 20 HOURS PER WEEK TO SHH AND 20 HOURS PER WEEK TO SCH. |
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