Attach to Form 990 or Form 990-EZ.
Information about Schedule A (Form 990 or 990-EZ) and its instructions is at www.irs.gov/form990.
| (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 listed in your governing document? | (v) Amount of monetary support (see instructions) | (vi) Amount of other support (see instructions) | |
|---|---|---|---|---|---|---|
| Yes | No | |||||
| Total | ||||||
Calendar year (or fiscal year beginning in) ![]() |
(a) 2010 | (b) 2011 | (c) 2012 | (d) 2013 | (e) 2014 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 1 | Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") .... | 2,068,560 | 9,714,963 | 4,985,691 | 10,964,736 | 2,414,499 | 30,148,449 |
| 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 | 2,068,560 | 9,714,963 | 4,985,691 | 10,964,736 | 2,414,499 | 30,148,449 |
| 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).. | 14,943,103 | |||||
| 6 | Public support. Subtract line 5 from line 4. | 15,205,346 | |||||
Calendar year
(or fiscal year beginning in) ![]() |
(a) 2010 | (b) 2011 | (c) 2012 | (d) 2013 | (e) 2014 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 7 | Amounts from line 4.. | 2,068,560 | 9,714,963 | 4,985,691 | 10,964,736 | 2,414,499 | 30,148,449 |
| 8 | Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources... | 60,274 | 56,008 | 85,471 | 116,504 | 163,237 | 481,494 |
| 9 | Net income from unrelated business activities, whether or not the business is regularly carried on.. | ||||||
| 10 | Other income. Do not include gain or loss from the sale of capital assets (Explain in Part VI.).. | 0 | 0 | ||||
| 11 | Total support Add lines 7 through 10. | 30,563,048 | |||||
Calendar year (or fiscal year beginning in) ![]() |
(a) 2010 | (b) 2011 | (c) 2012 | (d) 2013 | (e) 2014 | (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.) | ||||||
Calendar year (or fiscal year beginning in) ![]() |
(a) 2010 | (b) 2011 | (c) 2012 | (d) 2013 | (e) 2014 | (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 VI.) .. | ||||||
| 13 | Total support. (Add lines 9, 10c, 11, and 12.).. | ||||||
| Section A - Adjusted Net Income | (A) Prior Year |
(B) Current Year (optional) |
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| 1 | Net short-term capital gain | 1 | ||||
| 2 | Recoveries of prior-year distributions | 2 | ||||
| 3 | Other gross income (see instructions) | 3 | ||||
| 4 | Add lines 1 through 3 | 4 | ||||
| 5 | Depreciation and depletion | 5 | ||||
| 6 | Portion of operating expenses paid or incurred for production or collection of gross income or for management, conservation, or maintenance of property held for production of income (see instructions) | 6 | ||||
| 7 | Other expenses (see instructions) | 7 | ||||
| 8 | Adjusted Net Income (subtract lines 5, 6 and 7 from line 4) | 8 | ||||
| Section B - Minimum Asset Amount | (A) Prior Year |
(B) Current Year (optional) |
||||
| 1 | Aggregate fair market value of all non-exempt-use assets (see instructions for short tax year or assets held for part of year): | 1 | ||||
| a | Average monthly value of securities | 1a | ||||
| b | Average monthly cash balances | 1b | ||||
| c | Fair market value of other non-exempt-use assets | 1c | ||||
| d | Total (add lines 1a, 1b, and 1c) | 1d | ||||
| e | Discount claimed for blockage or other factors (explain in detail in Part VI): | |||||
| 2 | Acquisition indebtedness applicable to non-exempt use assets | 2 | ||||
| 3 | Subtract line 2 from line 1d | 3 | ||||
| 4 | Cash deemed held for exempt use. Enter 1-1/2% of line 3 (for greater amount, see instructions). | 4 | ||||
| 5 | Net value of non-exempt-use assets (subtract line 4 from line 3) | 5 | ||||
| 6 | Multiply line 5 by .035 | 6 | ||||
| 7 | Recoveries of prior-year distributions | 7 | ||||
| 8 | Minimum Asset Amount (add line 7 to line 6) | 8 | ||||
| Section C - Distributable Amount | Current Year | |||||
| 1 | Adjusted net income for prior year (from Section A, line 8, Column A) | 1 | ||||
| 2 | Enter 85% of line 1 | 2 | ||||
| 3 | Minimum asset amount for prior year (from Section B, line 8, Column A) | 3 | ||||
| 4 | Enter greater of line 2 or line 3 | 4 | ||||
| 5 | Income tax imposed in prior year | 5 | ||||
| 6 | Distributable Amount. Subtract line 5 from line 4, unless subject to emergency temporary reduction (see instructions) | 6 | ||||
| 7 | Check here if the current year is the organization's first as a non-functionally-integrated Type III supporting organization (see instructions) | |||||
| Section D - Distributions | Current Year | |
|---|---|---|
| 1 Amounts paid to supported organizations to accomplish exempt purposes | ||
|
2
Amounts paid to perform activity that directly furthers exempt purposes of supported organizations, in excess of income from activity |
||
| 3 Administrative expenses paid to accomplish exempt purposes of supported organizations | ||
| 4 Amounts paid to acquire exempt-use assets | ||
| 5 Qualified set-aside amounts (prior IRS approval required) | ||
| 6 Other distributions (describe in Part VI). See instructions | ||
| 7Total annual distributions. Add lines 1 through 6. | ||
|
8
Distributions to attentive supported organizations to which the organization is responsive (provide details in Part VI). See instructions |
||
| 9 Distributable amount for 2014 from Section C, line 6 | ||
| 10 Line 8 amount divided by Line 9 amount | ||
| Section E - Distribution Allocations (see instructions) |
(i) Excess Distributions |
(ii) Underdistributions Pre-2014 |
(iii) Distributable Amount for 2014 |
|
|---|---|---|---|---|
|
1
Distributable amount for 2014 from Section C, line 6 |
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|
2
Underdistributions, if any, for years prior to 2014 (reasonable cause required--see instructions) |
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| 3 Excess distributions carryover, if any, to 2014: | ||||
| a From 2009.......X | ||||
| b From 2010.......X | ||||
| c From 2011.......X | ||||
| d From 2012.......X | ||||
| e From 2013....... | ||||
| fTotal of lines 3a through e | ||||
| g Applied to underdistributions of prior years | ||||
| h Applied to 2014 distributable amount | ||||
|
i
Carryover from 2009 not applied (see instructions) |
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| j Remainder. Subtract lines 3g, 3h, and 3i from 3f. | ||||
| 4Distributions for 2014 from Section D, line 7: | ||||
| $ | ||||
| a Applied to underdistributions of prior years | ||||
| b Applied to 2014 distributable amount | ||||
| c Remainder. Subtract lines 4a and 4b from 4. | ||||
|
5
Remaining underdistributions for years prior to 2014, if any. Subtract lines 3g and 4a from line 2 (if amount greater than zero, see instructions) |
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|
6
Remaining underdistributions for 2014. Subtract lines 3h and 4b from line 1 (if amount greater than zero, see instructions) |
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|
7 Excess distributions carryover to 2015. Add lines 3j and 4c. |
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| 8 Breakdown of line 7: | ||||
| a From 2010.......X | ||||
| b From 2011.......X | ||||
| c From 2012.......X | ||||
| d From 2013....... | ||||
| e From 2014....... | ||||
| Facts And Circumstances Test |
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| Return Reference | Explanation |
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Attach to Form 990 or 990-EZ.
Information about Schedule O (Form 990 or 990-EZ) and its instructions is at| Return Reference | Explanation |
|---|---|
| FORM 990, PART I, LINE 6 | APPROXIMATELY 39 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. |
| FORM 990, 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. |
| FORM 990, PART VI, LINE 2 | STEVE HILTON AND SUZANNE HILTON HAVE A FAMILY RELATIONSHIP. |
| 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. |
| 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. |
| FORM 990, PART VI, LINE 11B | 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. |
| 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. |
| 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: REVIEWS THE REPORT OF THE VICE PRESIDENT REGARDING TOTAL COMPENSATION, 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 OF 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. THE COMPENSATION REVIEW PROCESS WAS LAST COMPLETED IN 2014. |
| 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. |
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