Department of the Treasury Internal Revenue Service
Public Charity Status and Public Support
Complete if the organization is a section 501(c)(3) organization or a section
4947(a)(1) nonexempt charitable trust.
Attach to Form 990 or Form 990-EZ. See separate instructions.
OMB No. 1545-0047
2012
Open to Public Inspection
Name of the organization
BANNER ALZHEIMER'S FOUNDATION
Employer identification number
20-4862361
Part I
Reason for Public Charity Status
(All organizations must complete this part.) See instructions.
The organization is not a private foundation because it is: (For lines 1 through 11, check only one box.)
1
2
3
4
5
section 170(b)(1)(A)(iv). (Complete Part II.)
6
7
8
9
receipts from activities related to its exempt functions—subject to certain exceptions, and (2) no more than 331/3% of
its support from gross investment income and unrelated business taxable income (less section 511 tax) from businesses
acquired by the organization after June 30, 1975. See section 509(a)(2). (Complete Part III.)
10
11
e
By checking this box, I certify that the organization is not controlled directly or indirectly by one or more disqualified persons other than foundation managers and other than one or more publicly supported organizations described in section 509(a)(1) or section 509(a)(2).
f
If the organization received a written determination from the IRS that it is a Type I, Type II, or Type III supporting organization, check this box
..................................................
g
Since August 17, 2006, has the organization accepted any gift or contribution from any of the following persons?
(i) A person who directly or indirectly controls, either alone or together with persons described in (ii)
Yes
No
and (iii) below, the governing body of the supported organization?
................
11g(i)
(ii)
A family member of a person described in (i) above?
......................
11g(ii)
(iii)
A 35% controlled entity of a person described in (i) or (ii) above?
................
11g(iii)
h
Provide the following information about the supported organization(s).
(i) Name of supported organization
(ii) EIN
(iii) Type of organization (described on lines 1- 9 above or IRC section (see instructions))
(iv) Is the organization in col. (i) listed in your governing document?
(v) Did you notify the organization in col. (i) of your support?
(vi) Is the organization in col. (i) organized in the U.S.?
(vii) Amount of monetary support
Yes
No
Yes
No
Yes
No
Total
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990EZ.
Cat. No. 11285F
Schedule A (Form 990 or 990-EZ) 2012
Schedule A (Form 990 or 990-EZ) 2012
Page 2
Part II
Support Schedule for Organizations Described in Sections 170(b)(1)(A)(iv) and 170(b)(1)(A)(vi) (Complete only if you checked the box on line 5, 7, or 8 of Part I or if the
organization failed to qualify under Part III. If the organization fails to
qualify under the tests listed below, please complete Part III.)
Section A. Public Support
Calendar year (or fiscal year beginning in)
(a) 2008
(b) 2009
(c) 2010
(d) 2011
(e) 2012
(f) Total
1
Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") ....
3,408,972
972,630
2,068,560
9,714,963
4,985,691
21,150,816
2
Tax revenues levied for the organization's benefit and either paid to or expended on its behalf.......
0
3
The value of services or facilities furnished by a governmental unit to the organization without charge..
0
4
Total. Add lines 1 through 3
3,408,972
972,630
2,068,560
9,714,963
4,985,691
21,150,816
5
The portion of total contributions by each person (other than a governmental unit or publicly supported organization) included
on line 1 that exceeds 2% of the amount shown on line 11, column (f)..
9,443,657
6
Public support. Subtract line 5 from line 4.
11,707,159
Section B. Total Support
Calendar year
(or fiscal year beginning in)
(a) 2008
(b) 2009
(c) 2010
(d) 2011
(e) 2012
(f) Total
7
Amounts from line 4..
3,408,972
972,630
2,068,560
9,714,963
4,985,691
21,150,816
8
Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources...
26,405
55,765
60,274
56,008
85,471
283,923
9
Net income from unrelated business activities, whether or not the business is regularly carried on..
0
0
0
0
0
0
10
Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.)..
0
11
Total support (Add lines 7 through 10).
21,434,739
12
Gross receipts from related activities, etc. (see instructions)
..................
12
0
13
First five years.
If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a 501(c)(3) organization,
check this box and stop here........................................
Section C. Computation of Public Support Percentage
14
Public support percentage for 2012 (line 6, column (f) divided by line 11, column (f))
.........
14
54.618 %
15
Public support percentage for 2011 Schedule A, Part II, line 14
...............
15
53.987 %
16a
33 1/3% support test—2012.
If the organization did not check the box on line 13, and line 14 is 33 1/3% or more, check this box
and stop here. The organization qualifies as a publicly supported organization
.......................
b
33 1/3% support test—2011.
If the organization did not check a box on line 13 or 16a, and line 15 is 33 1/3% or more, check this
box and stop here. The organization qualifies as a publicly supported organization
.....................
17a
10%-facts-and-circumstances test—2012.
If the organization did not check a box on line 13, 16a, or 16b, and line 14
is 10% or more, and if the organization meets the "facts-and-circumstances" test, check this box and stop here. Explain
in Part IV how the organization meets the "facts-and-circumstances" test. The organization qualifies as a publicly supported
organization
.....................................................
b
10%-facts-and-circumstances test—2011.
If the organization did not check a box on line 13, 16a, 16b, or 17a, and line
15 is 10% or more, and if the organization meets the "facts-and-circumstances" test, check this box and stop here.
Explain in Part IV how the organization meets the "facts-and-circumstances" test. The organization qualifies as a publicly supported organization
................................................
18
Private foundation.
If the organization did not check a box on line 13, 16a, 16b, 17a, or 17b, check this box and see
instructions
.....................................................
Schedule A (Form 990 or 990-EZ) 2012
Schedule A (Form 990 or 990-EZ) 2012
Page 3
Part III
Support Schedule for Organizations Described in Section 509(a)(2) (Complete only if you checked the box on line 9 of Part I or if the organization
failed to qualify under Part II. If the organization fails to qualify under
the tests listed below, please complete Part II.)
Section A. Public Support
Calendar year (or fiscal year beginning in)
(a) 2008
(b) 2009
(c) 2010
(d) 2011
(e) 2012
(f) Total
1
Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") .
2
Gross receipts from admissions, merchandise sold or services performed, or facilities furnished in any activity that is related to the organization's tax-exempt purpose......
3
Gross receipts from activities that are not an unrelated trade or business under section 513..
4
Tax revenues levied for the organization's benefit and either paid to or expended on its behalf...
5
The value of services or facilities furnished by a governmental unit to the organization without charge..
6
Total. Add lines 1 through 5.
7a
Amounts included on lines 1, 2, and 3 received from disqualified persons...
b
Amounts included on lines 2 and 3 received from other than disqualified persons that exceed the greater of $5,000 or 1% of the amount on line 13 for the year.
c
Add lines 7a and 7b..
8
Public support (Subtract line 7c from line 6.)
Section B. Total Support
Calendar year (or fiscal year beginning in)
(a) 2008
(b) 2009
(c) 2010
(d) 2011
(e) 2012
(f) Total
9
Amounts from line 6...
10a
Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..
b
Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975.
c
Add lines 10a and 10b.
11
Net income from unrelated business activities not included in line 10b, whether or not the business is regularly carried on.
12
Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.)
..
13
Total support. (Add lines 9, 10c, 11, and 12.)..
14
First five years.
If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a 501(c)(3) organization,
check this box and stop here.............................................
Section C. Computation of Public Support Percentage
15
Public support percentage for 2012 (line 8, column (f) divided by line 13, column (f))
.........
15
16
Public support percentage from 2011 Schedule A, Part III, line 15
...............
16
Section D. Computation of Investment Income Percentage
17
Investment income percentage for 2012 (line 10c, column (f) divided by line 13, column (f))
......
17
18
Investment income percentage from 2011 Schedule A, Part III, line 17
.............
18
19a
33 1/3% support tests—2012.
If the organization did not check the box on line 14, and line 15 is more than 33 1/3%, and line 17 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization
........
b
33 1/3% support tests—2011.
If the organization did not check a box on line 14 or line 19a, and line 16 is more than 33 1/3% and line 18 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization
.....
20
Private foundation.
If the organization did not check a box on line 14, 19a, or 19b, check this box and see instructions
.....
Schedule A (Form 990 or 990-EZ) 2012
Schedule A (Form 990 or 990-EZ) 2012
Page 4
Part IV
Supplemental Information.
Complete this part to provide the explanations required by Part II, line 10; Part II, line 17a or 17b; and Part III, line 12. Also complete this part for any additional information. (See instructions).
Facts And Circumstances Test
Explanation
Schedule A (Form 990 or 990-EZ) 2012
Additional Data
Software ID:
Software Version:
-
TIN:
SCHEDULE O (Form 990 or 990-EZ)
Department of the Treasury Internal Revenue Service
Supplemental Information to Form 990 or 990-EZ
Complete to provide information for responses to specific questions on
Form 990 or to provide any additional information.
Attach to Form 990 or 990-EZ.
OMB No. 1545-0047
2012
Open to Public Inspection
Name of the organization
BANNER ALZHEIMER'S FOUNDATION
Employer identification number
20-4862361
Identifier
Return Reference
Explanation
EXPLANATION OF VOLUNTEER HOURS AND SERVICES
FORM 990, PART I, LINE 6
APPROXIMATELY 160 DEDICATED VOLUNTEERS HELP ADVANCE THE WORK OF BANNER ALZHEIMER'S FOUNDATION EACH YEAR. THESE INDIVIDUALS EMBODY OUR BELIEF THAT THE HEALTH AND WELL-BEING OF OUR COMMUNITY IS A SHARED RESPONSIBILITY. BANNER ALZHEIMER'S FOUNDATION VOLUNTEERS INCLUDE PEOPLE OF ALL AGES, BACKGROUNDS AND SKILL SETS, WHO TRULY REPRESENT THE DIVERSITY OF THE COMMUNITY WE SERVE. WHETHER WORKING BEHIND THE SCENES OR FRONT AND CENTER, BANNER ALZHEIMER'S FOUNDATION VOLUNTEERS ARE COMMITTED TO HELPING OTHERS. INDIVIDUALS DONATE THEIR TIME AND TALENTS TO MAKE A DIFFERENCE BY SERVING AS MEMBERS OF THE BOARD OF DIRECTORS, MEMBERS OF VARIOUS OTHER BOARDS, CAMPAIGN CABINETS, ADVISORY COUNCILS, EVENT PLANNING COMMITTEES AND MORE. RESPONSIBILITIES INCLUDE, BUT ARE NOT LIMITED TO, OPERATIONAL OVERSIGHT, DONOR CULTIVATION, RELATIONSHIP BUILDING, EVENT PLANNING, AND PUBLIC SPEAKING. BANNER ALZHEIMER'S FOUNDATION VOLUNTEERS ASSIST IN A VARIETY OF CAPACITIES AND ARE CRITICAL TO OUR SUCCESS.
FAMILY AND BUSINESS RELATIONSHIPS
FORM 990 PART VI, LINE 2
HEIDI BERKLEY AND JEFFREY BERKLEY HAVE A FAMILY RELATIONSHIP. STEVE HILTON AND SUZANNE HILTON HAVE A FAMILY RELATIONSHIP. PEGGY FEDERICO AND RICK FEDERICO HAVE A FAMILY RELATIONSHIP. RICHARD MILNE AND ROBIN MILNE HAVE A FAMILY RELATIONSHIP.
DESCRIPTION OF SIGNIFICANT CHANGES TO ORGANIZING OR ENABLING DOCUMENT
FORM 990, PART VI, LINE 4
ON MAY 21, 2012 THE BOARD OF DIRECTORS ADOPTED A CHANGE TO ARTICLE III, SECTION D OF THE ARTICLES OF INCORPORATION. SECTION D WAS DELETED IN ITS ENTIRETY AND REPLACED WITH: IT IS INTENDED THAT THE CORPORATION SHALL HAVE THE STATUS OF A CORPORATION THAT IS EXEMPT FROM FEDERAL INCOME TAXATION UNDER SECTION 501(A) OF THE CODE AS AN ORGANIZATION DESCRIBED IN SECTION 501(C)(3) OF THE CODE, AND WHICH IS OTHER THAN A "PRIVATE FOUNDATION" BY REASON OF BEING DESCRIBED BY SECTION 509(A)(1) OF THE CODE. THESE ARTICLES SHALL BE CONSTRUED ACCORDINGLY, AND ALL POWERS AND ACTIVITIES OF THE CORPORATION SHALL BE LIMITED ACCORDINGLY. THE CORPORATION'S BYLAWS WERE ALSO AMENDED TO REFLECT THE CHANGE IN THE CORPORATION'S ARTICLES OF INCORPORATION. ARTICLE IX, SECTION 1, WAS AMENDED TO REFLECT THE CHANGE IN THE APPLICABLE CODE SECTION FROM 509(A)(3) TO 509(A)(1). ARTICLE IX, SECTION 1 LIMITS THE ACTIVITIES OF ORGANIZATION TO ONLY THOSE ALLOWED UNDER CODE SECTIONS 501(C)(3) AND 509(A)(1).
MEMBERS OR STOCKHOLDERS
FORM 990, PART VI, LINE 6
THE SOLE VOTING MEMBER OF THE CORPORATION IS BANNER HEALTH, AN ARIZONA NONPROFIT CORPORATION, EXEMPT FROM TAX AS AN ENTITY DESCRIBED UNDER SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE.
DESCRIPTION OF CLASSES OF MEMBERS AND THE NATURE OF THEIR RIGHTS
FORM 990, PART VI, LINES 7A AND 7B
A. AFFIRMATIVE CONSENT AND APPROVAL OF THE MEMBER SHALL BE REQUIRED FOR ANY OF THE FOLLOWING ACTIONS: (I) ADOPTION OF A PLAN OF LIQUIDATION OR DISSOLUTION OF THE CORPORATION. (II) MERGER, CONSOLIDATION, SALE, LEASE, MORTGAGE, PLEDGE, TRANSFER OR DISPOSAL OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF THE CORPORATION. (III) REPEAL, MODIFICATION, ALTERATION, AMENDMENT, IN WHOLE OR IN PART, OR ADDITION TO THE ARTICLES OF INCORPORATION OR BYLAWS OF THE CORPORATION OR ADOPTION OF NEW ARTICLES OF INCORPORATION OR NEW BYLAWS. (IV) APPOINTMENT AND REMOVAL OF DIRECTORS AS SET FORTH HEREIN. (V) APPOINTMENT AND REMOVAL OF CERTAIN OFFICERS AS SET FORTH HEREIN. (VI) THOSE ISSUES OR MATTERS UPON WHICH THE MEMBER IS GRANTED VOTING RIGHTS AS SET FORTH IN THE CORPORATION'S ARTICLES OF INCORPORATION, THESE BYLAWS, OR THE ARIZONA NONPROFIT CORPORATION ACT. B. EITHER THE MEMBER OF THE BOARD OF DIRECTORS OF THE CORPORATION MAY PROPOSE ANY PLANS, ACTIVITIES, AMENDMENTS OR REVISIONS DESIGNED TO FACILITATE OR CARRY OUT ANY OF THE FOREGOING ACTS OR ACTIVITIES. WHEN IT IS THE MEMBER PROPOSING ANY SUCH ACTS OR ACTIVITIES, NOTICE OF ANY SUCH PLANS, ACTIVITIES, AMENDMENTS OR REVISIONS SHALL BE GIVEN TO THE BOARD OF DIRECTORS BY THE MEMBER NOT LESS THAN 14 DAYS PRIOR TO THE ACT OR ACTIVITY BEING APPROVED BY THE MEMBER. C. THE FOREGOING RIGHTS OF APPROVAL OF THE MEMBER OF THE CORPORATION SHALL BE IN ADDITION TO, NOT IN LIMITATION OF, ANY RIGHTS GRANTED BY THE LAWS OF THE STATE OF ARIZONA TO MEMBERS ENTITLED TO VOTE UPON THE MATTER OF DISPOSITION OF CORPORATE ASSETS, PLANS OF MERGER OR DISSOLUTION, OR OTHER SUCH ACTS. POWERS OF THE MEMBER - THE VOTING MEMBER SHALL: A. APPOINT OR REMOVE THE PRESIDENT AND EVALUATE THE PERFORMANCE OF THE PRESIDENT. B. APPOINT ALL MEMBERS OF THE BOARD OF DIRECTORS OF THE CORPORATION, GIVING DUE CONSIDERATION TO PERSONS NOMINATED BY THE CORPORATION. C. APPOINT THE INITIAL MEMBERS OF THE ARIZONA DEVELOPMENT COMMITTEE AND THE GIFT COMMITTEE. D. REVIEW AND APPROVE MISSION STATEMENTS AND STRATEGIC PLANS. E. APPROVE THE ESTABLISHMENT OF ALL NEW CORPORATE OR PARTNERSHIP ENTITIES CREATED OR JOINED BY THE CORPORATION. F. REVIEW AND APPROVE OPERATING AND CAPITAL BUDGETS OF THE CORPORATION. G. APPROVE ALL UNBUDGETED EXPENDITURES OVER THRESHOLDS AND SIGNATURE AUTHORITY AS ESTABLISHED BY POLICY OF THE MEMBER. H. APPROVE THE SALE OF ANY ASSET OVER THRESHOLDS AND SIGNATURE AUTHORITY AS ESTABLISHED BY POLICY OF THE VOTING MEMBER. I. APPROVE MAJOR CONTRACTS OF A NATURE AND SIZE AS DETERMINED BY POLICY AND SIGNATURE AUTHORITY OF THE VOTING MEMBER. J. APPROVE ALL DEBT OF THE CORPORATION OF TYPES AND LIMITS OVER THRESHOLDS AND SIGNATURE AUTHORITY AS ESTABLISHED BY THE POLICY OF THE VOTING MEMBER.
PROCESS USED BY MANAGEMENT/GOVERNING BODY TO REVIEW THE 990
FORM 990, PART VI, LINE 11
THE 990 IS REVIEWED BY THE BANNER HEALTH TAX DEPARTMENT, INTERNAL AUDIT DEPARTMENT, LEGAL DEPARTMENT AND AT LEAST ONE OFFICER OF THE FILING ORGANIZATION PRIOR TO THE FILING OF THE RETURNS. IN ADDITION, A MEETING IS HELD WITH THE TAX PREPARER AND A LINE-BY-LINE REVIEW IS DONE PRIOR TO THE FILING OF THE RETURN.
PROCESS USED TO MAINTAIN AND ENFORCE THE CONFLICT OF INTEREST POLICY
FORM 990, PART VI, LINE 12C
THE BANNER HEALTH INTERNAL AUDIT DEPARTMENT'S SENIOR DIRECTOR ROUTINELY SENDS INQUIRIES TO THE APPROPRIATE PEOPLE. ANY DISCLOSURES THAT ARE MADE ARE REVIEWED WITH THE BANNER HEALTH AUDIT COMMITTEE. THE BANNER HEALTH LEGAL, COMPLIANCE AND HUMAN RESOURCE DEPARTMENTS ARE CONSULTED AS NEEDED. THE INTERNAL AUDIT DEPARTMENT REVIEWS AND COMMUNICATES ANY ACTIONS REQUIRED TO THE EMPLOYEE AND THEIR SUPERVISOR AS NECESSARY. PURSUANT TO BANNER'S CONFLICT OF INTEREST POLICY, ALL BOARD MEMBERS, OFFICERS AND THE DIRECTOR OF AUDIT SERVICES MUST DISCLOSE THE EXISTENCE OF ANY FINANCIAL INTEREST THAT MAY GIVE RISE TO A CONFLICT OF INTEREST.
PROCESS USED TO DETERMINE COMPENSATION OF CEO, OTHER OFFICERS & KEY EMP.
FORM 990, PART VI, LINES 15A AND 15B
THE COMPENSATION OF THE CEO AND OTHER OFFICERS OF BANNER ALZHEIMER'S FOUNDATION IS ESTABLISHED BY BANNER HEALTH AND IS SUBJECT TO OVERSIGHT BY THE BANNER HEALTH BOARD OF DIRECTORS' COMPENSATION COMMITTEE IN THE SAME MANNER AS SUCH OVERSIGHT IS EXERCISED OVER OTHER VICE PRESIDENTS AND HIGHER EXECUTIVES OF BANNER HEALTH. THE COMPENSATION IS WITHIN RANGES SET BY THE BANNER HEALTH COMPENSATION AND BENEFITS DEPARTMENT BASED ON MARKET DATA. BANNER HEALTH'S PROCESS TO DETERMINE COMPENSATION OF BANNER ALZHEIMER'S FOUNDATION IS AS FOLLOWS: BANNER HEALTH UTILIZES A COMPENSATION COMMITTEE THAT EXERCISES OVERSIGHT OVER ALL ASPECTS OF THE COMPENSATION PAID TO OR FOR THE BENEFIT OF THE CEO AND ALL OTHER SENIOR EXECUTIVES OF BANNER HEALTH AND ANY OF ITS AFFILIATES, INCLUDING BANNER ALZHEIMER'S FOUNDATION OFFICERS, AND ALL OTHER PERSONS WHO CONSTITUTE "DISQUALIFIED PERSONS" WITH RESPECT TO BANNER HEALTH UNDER CODE SECTION 4958. THE COMMITTEE ASSESSES ANNUALLY THE PERFORMANCE OF THE CEO AND RECOMMENDS TO THE BOARD APPROPRIATE COMPENSATION FOR THE CEO; REVIEWS AND DETERMINES THE EXECUTIVE TOTAL COMPENSATION PHILOSOPHY OF BANNER HEALTH; ESTABLISHES THE PERMISSIBLE RANGES OF COMPENSATION FOR SENIOR EXECUTIVES AND DISQUALIFIED PERSONS, INCLUDING BANNER ALZHEIMER'S FOUNDATION OFFICERS; REVIEWS AND APPROVES THE DESIGN OF THE COMPONENTS OF COMPENSATION FOR SENIOR EXECUTIVES AND ANY OTHER DISQUALIFIED PERSONS, INCLUDING BANNER ALZHEIMER'S FOUNDATION OFFICERS; AND MONITORS COMPLIANCE OF BANNER HEALTH WITH THE PHILOSOPHY AND DESIGN COMPONENTS OF EXECUTIVE COMPENSATION; RECEIVES THE CEO'S REPORT CONCERNING THE OVERALL PERFORMANCE AND DEVELOPMENT ASSESSMENT OF THE SENIOR EXECUTIVES, INCLUDING BANNER ALZHEIMER'S FOUNDATION OFFICERS; ACTS FOR THE BOARD IN THE APPOINTMENT, ESTABLISHMENT OF COMPENSATION AND DIRECT OVERSIGHT OF EXTERNAL INDEPENDENT COMPENSATION CONSULTANTS ENGAGED TO PROVIDE ADVICE AND INFORMATION WITH RESPECT TO THE REASONABLENESS AND COMPETITIVENESS OF THE COMPENSATION PAID TO THE CEO, SENIOR EXECUTIVES AND ANY OTHER DISQUALIFIED PERSONS, INCLUDING BANNER ALZHEIMER'S FOUNDATION OFFICERS, WHICH CONSULTANT REPORTS DIRECTLY TO THE COMMITTEE; AND PERFORMS SUCH OTHER DUTIES AND DELEGATED RESPONSIBILITIES AS THE BOARD MAY ASSIGN TO THE COMMITTEE FROM TIME TO TIME. IN ADDITION, THE COMMITTEE HAS ADOPTED THE FOLLOWING BEST PRACTICES WITH RESPECT TO ITS EXECUTIVE COMPENSATION OVERSIGHT FUNCTION: RECEIVES THE REPORT OF THE VICE PRESIDENT, TOTAL COMPENSATION, REGARDING ALL MATERIAL INCENTIVE PLANS, BENEFIT PLANS AND PROGRAMS THAT APPLY TO EMPLOYEES AND PHYSICIANS GENERALLY; APPROVES THE CEO'S RECOMMENDATIONS AS TO THE COMPENSATION OF SENIOR EXECUTIVES, INCLUDING BANNER ALZHEIMER'S FOUNDATION OFFICERS; USES TALLY SHEETS SUMMARIZING ALL COMPONENTS OF THE CEO'S AND SENIOR EXECUTIVES' COMPENSATION, INCLUDING BANNER ALZHEIMER'S FOUNDATION OFFICERS, INCLUDING A THREE-YEAR EARNINGS HISTORY AND THE COST OF ALL COMPENSATION (INCLUDING SPECIFICALLY DEFERRED COMPENSATION) AT THE TIME THAT ANY ACTION IS TAKEN WITH RESPECT TO THE CEO'S OR SENIOR EXECUTIVES' COMPENSATION IN ORDER TO ENSURE THAT THE COMMITTEE IS FULLY INFORMED OF THE COMPLETE COMPENSATION PACKAGE BEFORE TAKING ANY SUCH ACTION; REVIEWS THE ANNUAL FORM 990 DISCLOSURES RELATING TO EXECUTIVE COMPENSATION TO ENSURE THE DISCLOSURES ACCURATELY RECONCILE TO THE COMPENSATION PACKAGES APPROVED BY THE COMMITTEE. THE COMPENSATION COMMITTEE MAY RETAIN EXTERNAL INDEPENDENT COMPENSATION CONSULTANTS TO THE EXTENT THE COMMITTEE DEEMS NECESSARY OR APPROPRIATE TO CARRY OUT ITS RESPONSIBILITIES. IF SO ENGAGED, THE COMMITTEE HAS RESPONSIBILITY FOR APPROVING THE FEES AND THE TERMS OF ENGAGEMENT FOR THE CONSULTANTS, AS WELL AS TERMINATION OF SUCH ENGAGEMENT. TYPICALLY, THE COMMITTEE HAS ENGAGED A CONSULTANT ANNUALLY TO REVIEW AND OPINE AS TO THE REASONABLENESS OF THE CEO'S COMPENSATION PACKAGE AND HAS ENGAGED A CONSULTANT APPROXIMATELY ONCE EVERY THREE YEARS TO REVIEW AND OPINE AS TO THE REASONABLENESS OF SENIOR EXECUTIVE AND OTHER EXECUTIVE MANAGEMENT COMPENSATION. THE COMMITTEE PERIODICALLY REVIEWS THE RELATIONSHIP BETWEEN BANNER HEALTH AND EACH CONSULTANT TO ENSURE THE CONSULTANT'S INDEPENDENCE. IN CONNECTION WITH EACH SUCH EVALUATION, THE COMMITTEE REQUESTS A WRITTEN CERTIFICATION FROM EACH CONSULTANT THAT: INCLUDES AN INDEPENDENCE ATTESTATION AFFIRMING THAT THE CONSULTANT HAS CONDUCTED ITS OWN INTERNAL ASSESSMENT AND, BASED ON SUCH ASSESSMENT AND ITS INTERNAL CONTROLS, CONCLUDED THAT IT HAS PERFORMED ITS SERVICES FOR THE COMMITTEE IN AN INDEPENDENT MANNER AND IS INDEPENDENT AS DEFINED IN THE INTERMEDIATE SANCTION REGULATIONS UNDER CODE SECTION 4958; CONFIRMS THAT THE CONSULTANT REPORTS TO THE COMMITTEE THROUGH THE CHAIR OF THE COMMITTEE AND THAT ALL CONSULTING ACTIVITY FOR BANNER HEALTH CONDUCTED BY SUCH CONSULTANT DURING THE PRECEDING YEAR WAS CONDUCTED WITH THE KNOWLEDGE AND CONSENT OF THE CHAIR OF THE COMMITTEE; AND DETAILS THE AMOUNTS PAID BY BANNER HEALTH TO THE CONSULTANT IN ITS CAPACITY AS AN EXTERNAL COMPENSATION CONSULTANT TO THE COMMITTEE AND THE AMOUNTS PAID BY BANNER HEALTH, IF ANY, TO THE CONSULTANT AND ITS AFFILIATES FOR ANY OTHER ENGAGEMENTS. THE COMMITTEE MAY ALSO REQUIRE THE CONSULTANT TO VERIFY THAT IT MEETS THE DEFINITION OF "INDEPENDENCE" DESCRIBED IN THE FORM 990 INSTRUCTIONS. BANNER HEALTH DOES EMPLOY A FORMAL WRITTEN EMPLOYMENT AGREEMENT WHICH STIPULATES THE FORM AND APPROACH TO THE CEO'S TOTAL COMPENSATION PACKAGE. COMPENSATION SURVEYS AND STUDIES ARE UTILIZED BY INDEPENDENT CONSULTANTS THAT THE COMMITTEE MAY ENGAGE FROM TIME TO TIME. THE COMPONENTS AND THE CEO'S TOTAL COMPENSATION PACKAGE, AS WELL AS THE SUM OF THE COMPONENTS, IS REVIEWED BY THE COMPENSATION COMMITTEE AND SUBSEQUENTLY RECOMMENDED TO THE FULL BOARD FOR APPROVAL. BANNER HEALTH USES THE SAME PROCESSES THAT ARE EMPLOYED FOR THE CEO'S COMPENSATION FOR OTHER KEY EMPLOYEES AND OFFICER COMPENSATION.
AVAILABILITY OF GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY AND
FINANCIAL STATEMENTS TO THE GENERAL PUBLIC
FORM 990, PART VI, LINE 19 THE ORGANIZATION'S AUDITED FINANCIAL STATEMENTS AND TAX RETURNS ARE AVAILABLE UPON REQUEST. COPIES ARE MAINTAINED AT EACH ADMINISTRATIVE OFFICE AND IN THE LEGAL AND TAX DEPARTMENTS OF BANNER HEALTH. THE ORGANIZATION'S GOVERNING DOCUMENTS ARE NOT REQUIRED TO BE MADE AVAILABLE TO THE PUBLIC, AND, THEREFORE, THEY ARE NOT MADE PUBLIC.
DELEGATION OF BROAD AUTHORITY
PART VI, LINE 1A
THE BANNER ALZHEIMER'S FOUNDATION (BAF) BOARD OF DIRECTORS IS PRIMARILY A FUNDRAISING BOARD WITHOUT FISCAL OVERSIGHT. THE BANNER HEALTH BOARD OF DIRECTORS HAS THE BROADER AUTHORITY OVER BANNER ALZHEIMER'S FOUNDATION AS DESCRIBED IN THE NARRATIVE FOR PART VI, LINES 7A/B. IN MANY, IF NOT ALL, SITUATIONS, THE BAF BOARD DELEGATES AUTHORITY DIRECTLY TO THE BANNER HEALTH CEO.
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.