2020-05-13T16:30:20-05:00 2019-06-30 350921680 CROWE LLP 225 West Wacker Drive Suite 2600 Chicago IL 606061224 990 2018-07-01 363723705 EDWARD FOUNDATION EDWA 6305273000 801 S WASHINGTON STREET NAPERVILLE IL 60540 Denise Chamberlain EVP Chief Financial Officer 2020-05-13 true Rachel Spurlock P00520729 3128997000 2018 2020-11-19 02:30:22Z Mary Lou Mastro 801 S WASHINGTON STREET NAPERVILLE IL 60540 3487443 false X WWW.EEHEALTH.ORG X 1989 IL TO SERVE THE HEALTHCARE NEEDS OF THE NAPERVILLE AREA AND SURROUNDING COMMUNITIES BY PROVIDING FINANCIAL SUPPORT FOR PROJECTS, PROGRAMS AND SERVICES AFFILITATED WITH EDWARD HOSPITAL and LINDEN OAKS HOSPITAL. 14 12 0 111 0 0 2213791 2355241 0 642466 777214 -91514 -29621 2764743 3102834 565218 9609868 0 0 0 0 0 0 413571 145713 978789 9755581 1785954 -6652747 13641544 6890370 593912 613595 13047632 6276775 X TO SERVE AS THE CHARITABLE FUNDRAISING ARM OF EDWARD HOSPITAL AND ITS NONPROFIT AFFILIATES. false false 128703 128703 The Foundation funded the Care Center - a clinic for the diagnosis, treatment and legal documentation of sexually abused children. The Care Center is the only center of its kind in the region, serving nine counties. The Care Center is committed to treating victims of sexual assault and stopping the cycle of abuse. Its purpose is threefold: restore a sense of dignity and well-being to the child, identify, investigate and treat any medical sign or symptom, and document findings and collect evidence that may be significant for legal proceedings and the prosecution of sexual predators. Its success is attributed to a unique combination of evidence-based and current medical treatment that is provided with the utmost compassion and sensitivity. The Care Center works with social service agencies as part of a continuum of care. The team also works with state's Attorneys' offices to assist in the successful prosecution of sexual predators. The Care Center's education and training services has become an invaluable resource to state agencies, social service organizations, schools and other hospitals. A total of 123 victims were served in fiscal year 2019. 29128 29128 THE NURSING PROFESSIONAL DEVELOPMENT FUND IS A VEHICLE FOR ADVANCING THEIR PRACTICE THROUGH ATTENDANCE AT ON-SITE PROGRAMS, OFF-SITE CONFERENCES AND SEMINARS AND IN-HOUSE EDUCATIONAL SESSIONS. WE CONTINUE TO FOCUS ON INCREASING THE NUMBER OF NURSES CERTIFIED IN THEIR AREA OF EXPERTISE. RESEARCH SUGGESTS THAT CERTIFICATION ENHANCES PATIENT CARE AND IMPROVES OUTCOMES. WITH THE NEW ILLINOIS NURSE PRACTICE ACT, OUR 1,200 EDWARD HOSPITAL NURSES ARE NOW REQUIRED TO EARN 20 CONTACT HOURS EVERY TWO YEARS FOR LICENSURE. THIS HAS INCREASED NURSE REQUESTS TO PARTICIPATE IN CONTINUING EDUCATION ACTIVITIES AND HAS ALSO INCREASED ATTENDANCE AT OUR INTERNAL PROGRAMS. 14976 14976 The Animal Assisted Therapy (AAT) program at Edward Hospital utilizes the human-animal bond to bring comfort to patients and serve as a diversion from their illness. The program is designed to promote improvement in human physical, social, emotional, and cognitive healing. The AAT program was established in 2002, and has over 75 dog/handler teams who visit patients 365 days a year. In fiscal year 2019, AAT volunteers and their therapy dogs served roughly 10,223 patients (219,790 patients total since the program's inception). The AAT therapy dogs play an integral part of the therapy programming at Linden Oaks and across all service lines throughout Edward Hospital. Studies have demonstrated that patients require less pain medication and exhibit fewer clinical indicators of stress when programs such as Animal Assisted Therapy are incorporated into the overall treatment plan. Each handler and their dog are required to participate in temperament testing, training, and ongoing education to participate in the program. 9437061 9437061 OTHER ACTIVITIES RELATED TO RECEIVING DONATIONS AND DISTRIBUTING FUNDS IN ACCORDANCE WITH DONOR INTENT IN SUPPORT OF 501(C)(3) HEALTH CARE ORGANIZATIONS THAT ARE AFFILIATED WITH EDWARD-ELMHURST HEALTHCARE. 9437061 9437061 9609868 true true false false false false true false true false false false false true true false true false false false false false false true false false true true true false false false false false false false false true false false false false true false false false true 22 0 true 0 false false false false false true true true false false false false false X 14 12 false false false false true true true true true false false true true true true true true true true false IL X Denise Chamberlain 6305273000 801 South Washington Street Naperville IL 60540 Robert Beyer Chairperson/Trustee 1.0 0 X X 0 0 0 Teresa Surges Vice Chairperson/Trustee 1.0 0 X X 0 0 0 Mark Anderson Trustee 1.0 0 X 0 0 0 Rick Anderson Trustee 1.0 0 X 0 0 0 Philip Cabera Trustee 1.0 0 X 0 0 0 Julie Cole Chirico Trustee 1.0 0 X 0 0 0 Marty Coyne Trustee 1.0 0 X 0 0 0 Leigh Anne Kazma Trustee 1.0 0 X 0 0 0 William G Kottmann President &CEO Edward Hospital, Trustee 1.0 39.0 X 0 946872 49096 James A Lengemann Physician, EHV/Trustee 1.0 39.0 X 0 384381 44202 Gail Niermeyer Trustee 1.0 0 X 0 0 0 Nancy Nyberg Trustee 1.0 0 X 0 0 0 Louis Sands Trustee 1.0 0 X 0 0 0 Mina Setork Trustee 1.0 0 X 0 0 0 Linda Wehrli Trustee 1.0 0 X 0 0 0 Denise Chamberlain Exec VP CFO, Corporate Treasurer 1.0 39.0 X 0 26731 0 Ahmed El-Ganzouri Deputy General Counsel/Assistant Secretary 1.0 39.0 X 0 256413 8915 Jeffrey D Friant VP, Finance/ Assistant Treasurer 1.0 39.0 X 0 575378 109275 Chris J Mollet Exec VP General Counsel/Corp Secretary 1.0 39.0 X 0 950464 16551 Jason Ogden Corp Cntr & Sys Dr, Treas Mgt / Assistant Treasurer 1.0 39.0 X 0 250058 42335 Brett Skeen Exec Dir, EH Foundation 1.0 39.0 X 0 54419 5455 Pamela M Davis Former System CEO/Trustee 0.0 0.0 X 0 496725 16371 Vincent E Pryor Former Exec VP CFO/Treasurer 0.0 0.0 X 0 777427 0 0 4718868 292200 0 true true false 0 995572 1359669 224866 2355241 0 0 0 0 0 0 0 0 0 0 777214 777214 0 0 0 0 354988 995572 384609 -29621 -29621 0 0 0 0 0 3102834 0 0 747593 9569868 9569868 40000 40000 2684 0 2684 0 67231 67231 43809 43809 419 419 Dues & Subscriptions 5220 5220 Education 87 87 Annuity payments 718 718 Vendor Sales 25545 25545 0 0 0 0 9755581 9609868 145713 0 12845195 6148615 525340 392455 0 0 0 67202 149900 0 0 0 0 0 133707 129300 70100 70100 13641544 6890370 171146 125897 422628 487565 0 138 133 593912 613595 X 9991616 4048574 2691417 1863603 364599 364598 13047632 6276775 13641544 6890370 -6652747 -118110 0 X false true X true false X 2962747 3117179 2733676 2213791 2355241 13382634 0 0 2962747 3117179 2733676 2213791 2355241 13382634 1742171 11640463 142891 188621 162676 642466 777214 1913868 0 0 0 0 0 233038 309488 412450 266938 354988 1576902 16873404 0 0.6899 0.7331 X Schedule A, Part II, Line 10 Other Income DESCRIPTION - FUNDRAISING EVENT REVENUE, COLUMN A - 233038.0, COLUMN B - 309488.0, COLUMN C - 412450.0, COLUMN D - 266938.0, COLUMN E - 354988.0, COLUMN F - 1576902.0; RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 0 70100 X false 364599 718 718 364599 364599 695 695 364599 398349 7967 41717 364599 386567 12690 908 398349 373461 14153 1047 0 386567 0.0 1.0 0.0 false true true malpractice ibnr 133 133 X 3580080 -118110 512815 83259 477964 3102116 718 718 3102834 1420565 512815 -8847113 -8334298 9754863 718 718 9755581 Schedule D, Part III, Line 4 Collections of art - description of collections THE FOUNDATION MAINTAINS 3 PAINTINGS; 2 BY ARTIST R.W. ADDISON VALUED AT $30,100 AND ONE BY ARTIST EUGENE BOUDIN VALUED AT $40,000. THESE ARE ON PUBLIC DISPLAY. Schedule D, Part V, Line 4 Intended uses of endowment funds THERE ARE THREE PERMANENT ENDOWMENT FUNDS: (1) CARDIOVASCULAR - TO BE USED FOR THE EDWARD HOSPITAL CARDIOVASCULAR PROGRAM; (2) ANIMAL ASSISTED THERAPY - TO BE USED TO SUPPORT THE USE OF DOGS VISITING PATIENTS TO HELP RELIEVE STRESS AND IMPROVE HEALING TIMES; AND (3) THE BOOK SCHOLARSHIP FUND - TO HELP NURSES EDUCATIONALLY BY SUPPLEMENTING THEIR FURTHER HIGHER EDUCATIONAL EXPENSES. Schedule D, Part X, Line 2 FIN 48 (ASC 740) footnote Edward-Elmhurst Healthcare, Edward Hospital, Edward Health Ventures, Edward Health and Fitness Center, Edward Foundation, Naperville Psychiatric Ventures, Edward Ambulance Services, Elmhurst Memorial Hospital, Elmhurst Memorial Foundation, and Elmhurst Memorial Healthcare are exempt from federal income taxes under Section 501(c)(3) of the Internal Revenue Code on income related to their exempt purposes. Accordingly, there is no material provision for income tax for these entities. The Corporation and its affiliates apply ASC Topic 740, Income Taxes, which clarifies the accounting for uncertainty in income taxes recognized in a company s financial statements. ASC Topic 740 prescribes a more-likely than-not recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken. Under ASC Topic 740, tax positions are evaluated for recognition, derecognition, and measurement using consistent criteria and provide more information about the uncertainty in income tax assets and liabilities. As of June 30, 2019 and 2018, the Corporation and its affiliates do not have an asset or liability recorded for unrecognized tax positions. Schedule D, Part XI, Line 2(d) Other revenues in audited financial statements not in form 990 Special Events - 326090 Net Assetes related Orgs - -242831 Schedule D, Part XI, Line 4(b) Other revenues in form 990 not in audited financial statements Annunity Payment - 718 Schedule D, Part XII, Line 2(d) Other expenses in audited financial statements not in form 990 Net asset transfer related orgs- capital purchases - -9173203 Special Events - 326090 Schedule D, Part XII, Line 4(b) Other expenses in form 990 not in audited financial statements Annunity Payments - 718 Gala 902770 666932 235838 59301 120199 5330 99006 Golf 447790 328640 119150 3653 78939 8000 10181 0 1350560 995572 354988 62954 199138 13330 109187 384609 -29621 true Edward Hospital 801 S Washington St Naperville IL 60540 363297173 9511738 SEE PART IV NAPERVILLE PSYSCHIATRIC VENTURES 801 S WASHINGTON STREET naperville IL 60540 363965251 58130 SEE PART IV 2 0 SCHOLARSHIPS 20 40000 Schedule I, Part IV GRANTS GREATER THAN $5,000 TOTAL GRANTS TO EDWARD HOSPITAL CONSIST OF THE FOLLOWING CURRENT AMOUNTS. -$2,581,033 1.5T MRI Unit and Room -$2,286,855 Linear Accelerator -$772,119 Echocardiogram Machine -$449,755 Digital 3D Mammography Machine -$238,961 Molecular Breast Imaging -$119,831 ICU CCU Behavioral Health Room -$1,654,003 Structural Heart Campaign Fund -$75,000 Structural Heart Campaign Fund -$109,137 Savi Scount -$244,372 Structural Heart Campaign -$622,138 Cancer Center Transfer - $358,534 FOR PROGRAMMATIC SUPPORT TOTAL GRANTS TO NAPERVILLE PSYCHIATRIC VENTURES CONSISTS OF THE FOLLOWING: - $38,130 FOR PROGRAMMATIC SUPPORT - $20,000 Construction Schedule I, Part I, Line 2 Procedures for monitoring use of grant funds. When awarding grants to individuals, Edward Foundation has forms that need to be completed by potential recipients. These forms include the requirements and criteria required for awards. The final process of narrowing down the list to the final candidates is based upon GPA and years of seniority. There are two grants that are given out annually: the Book Nursing Scholarship awards, which are for nurses furthering their education (10 awards at $2,000/each) and Student Volunteer awards for education (10 awards at $2,000/each). These awards are made directly to the colleges for each of the student's accounts. When awarding grants to affiliated organizations, Edward Hospital and Naperville Psychiatric Ventures d/b/a Linden Oaks Hospital, all of these awards must be approved by the Executive Director of the Edward Foundation and the accounting department as to correct usage of the funds for designated purposes in the restricted accounts and approval by the Edward Foundation Board for unrestricted accounts. X X X X true true false false false false false false false William G Kottmann President &CEO Edward Hospital, Trustee 0 488018 0 285132 0 173722 0 11896 0 37200 0 995968 0 0 James A Lengemann Physician, EHV/Trustee 0 170205 0 0 0 214176 0 8566 0 35635 0 428582 0 0 Pamela M Davis Former System CEO/Trustee 0 0 0 0 0 496725 0 16371 0 0 0 513096 0 0 Vincent E Pryor Former Exec VP CFO/Treasurer 0 0 0 0 0 777427 0 0 0 0 0 777427 0 0 Ahmed El-Ganzouri Deputy General Counsel/Assistant Secretary 0 214683 0 40931 0 798 0 8042 0 874 0 265328 0 0 Jeffrey D Friant VP, Finance/ Assistant Treasurer 0 288546 0 276455 0 10377 0 74120 0 35155 0 684653 0 0 Chris J Mollet Exec VP General Counsel/Corp Secretary 0 423869 0 280010 0 246585 0 9215 0 7336 0 967015 0 0 Jason Ogden Corp Cntr & Sys Dr, Treas Mgt / Assistant Treasurer 0 196910 0 31105 0 22043 0 8722 0 33613 0 292394 0 0 Schedule J, Part I, Line 3 Arrangement used to establish the top management official's compensation Executive compensation for all officers of the system known as Edward-Elmhurst Healthcare ("Senior Management") is managed by the Edward-Elmhurst Healthcare ("EEH") Board of Trustees ("Board"), on behalf of EEH and all of its affiliates. On an annual basis, the Board reviews compensation arrangements, including the compensation award for the Edward Foundation Executive Director for the coming year. The Board conducts the review in a manner that will qualify for the rebuttable presumption of reasonableness under the Intermediate Sanction Rules of Section 4958 of the Internal Revenue Code. As for the Edward Foundation Executive Director, the Executive Director is compensated with a competitive base salary, along with an incentive plan which is reflective of EEH's market, as determined by a review of market compensation survey data. For more information about the review and determination of executive compensation, see description in Schedule O in response to Form 990, Part VI, Section B, Line 15. Schedule J, Part I, Line 4a Severance or change-of-control payment Organization: Edward Foundation (EIN: 36-3723705). Terms: Compensation paid as a result of a severance from the position listed. Interested person: Pamela M. Davis, CEO, 496,725 Vincent E Pryor, CFO 551,366 Schedule J, Part I, Line 4b Supplemental nonqualified retirement plan INDIVIDUALS WHO HAVE THE TITLE OF VICE PRESIDENT OR HIGHER ARE ELIGIBLE TO PARTICIPATE IN A SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (SERP); ANY ELIGIBLE PARTICIPANTS MUST BE APPROVED BY THE EDWARD-ELMHURST HEALTHCARE BOARD OF TRUSTEES. THE SERP WAS ESTABLISHED TO RECOGNIZE THE VALUABLE CONTRIBUTIONS THAT EACH OF THE PARTICIPANTS MAKES TO THE OPERATIONS OF EDWARD-ELMHURST HEALTHCARE AND TO REWARD CERTAIN EXECUTIVE EMPLOYEES FOR THEIR LONG-TERM SERVICE AND COMMITMENT TO EDWARD-ELMHURST HEALTHCARE. THE SERP IS DESIGNED TO PROVIDE A FULL RETIREMENT SUPPLEMENT TO PARTICIPANTS IF THEY REMAIN WITH EDWARD-ELMHURST HEALTHCARE UNTIL AGE 65. IN EXCHANGE FOR THIS LONG-TERM SERVICE, EDWARD-ELMHURST HEALTHCARE WANTS TO SUPPLEMENT THESE PARTICIPANTS' RETIREMENT INCOME WITH ADDITIONAL ANNUAL COMPENSATION THAT IS INVESTED IN AN ANNUITY CONTRACT; CONTRIBUTIONS VEST AFTER FIVE YEARS. THE FOLLOWING INTERESTED PERSONS RECEIVED DEFERRALS TO THE SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (SERP) IN 2018; THESE DEFERRALS ARE INCLUDED IN SCHEDULE J, PART II, COLUMN (C). Friant, Jeffrey D 56,458 THE FOLLOWING INTERESTED PERSONS RECEIVED DISTRIBUTIONS FROM THE SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (SERP) IN 2018; THESE PAYMENTS ARE INCLUDED IN SCHEDULE J, PART II, COLUMN (B)(III) AND SCHEDULE J, PART II COLUMN (F), AS APPLICABLE. Kottmann, William G. 135,445 Mollet, Chris J 187,795 Pryor, Vincent E. 226,060 X 1 224866 Market value 0 false true false Schedule M, Part I, Line 33 EXPLANATION OF REVENUES NOT REPORTED EDWARD FOUNDATION does not report noncash donations received from the organization's auction and raffle held at the fundraising event because these items were received as contributions and immediately awarded as auction prizes during the fundraising events. Schedule M, Part I Explanations of reporting method for number of contributions Securities - Publicly traded - Stock Number of contributions Form 990, Part I, Line 6 VOLUNTEERS OUR VOLUNTEERS WORK IN A LARGE MAJORITY OF AREAS THROUGHOUT THE EDWARD-ELMHURST HEALTHCARE SYSTEM. THE RESPONSIBILITIES OF THE VOLUNTEERS VARY, DEPENDENT ON THE AREA THEY ARE VOLUNTEERING IN AND THE PROJECTS TO BE COMPLETED. VOLUNTEERS HAVE ASSISTED WITH CLERICAL WORK, DATA ENTRY, MEETING AND GREETING, FRIENDLY VISITS, ESCORTING AND PROVIDING GENERAL INFORMATION TO PATIENTS AND VISITORS. WE TRACK OUR VOLUNTEER HOURS MONTHLY. ALL OF THE VOLUNTEERS SIGN IN AND OUT EACH SHIFT AND WE COLLECT THE SIGN IN SHEETS AT THE END OF THE MONTH. THROUGHOUT THE SYSTEM, FOR THE FISCAL YEAR ENDED JUNE 30, 2019 OUR VOLUNTEERS GAVE 133,000 HOURS OF SERVICE. Form 990, Part III, Line 4d Description of other program services (Expenses $ 9,437,061 including grants of $ 9,437,061) OTHER ACTIVITIES RELATED TO RECEIVING DONATIONS AND DISTRIBUTING FUNDS IN ACCORDANCE WITH DONOR INTENT IN SUPPORT OF 501(C)(3) HEALTH CARE ORGANIZATIONS THAT ARE AFFILIATED WITH EDWARD-ELMHURST HEALTHCARE. Form 990, Part VI, Line 6 Classes of members or stockholders EDWARD FOUNDATION'S SOLE CORPORATE MEMBER IS EDWARD-ELMHURST HEALTHCARE, AN ILLINOIS NOT FOR PROFIT AND 501(C)(3) TAX EXEMPT CORPORATION. Form 990, Part VI, Line 7a Members or stockholders electing members of governing body EDWARD FOUNDATION'S SOLE CORPORATE MEMBER, EDWARD-ELMHURST HEALTHCARE, MAY ELECT, REMOVE AND REPLACE MEMBERS OF THE BOARD OF DIRECTORS OF EDWARD FOUNDATION. Form 990, Part VI, Line 7b Decisions requiring approval by members or stockholders THE BOARD OF DIRECTORS OF EDWARD FOUNDATION'S CORPORATE MEMBER, EDWARD-ELMHURST HEALTHCARE ("EEH"), HAS THE FOLLOWING EXCLUSIVE POWERS OVER EDWARD FOUNDATION ("FOUNDATION"): - ELECT, REMOVE, AND REPLACE, DIRECTORS OF THE FOUNDATION. - APPROVE AMENDMENTS TO THE ARTICLES OF INCORPORATION PROPOSED BY THE BOARD OF DIRECTORS OF THE FOUNDATION. - APPROVE A PLAN OF DISSOLUTION OR LIQUIDATION OF THE FOUNDATION OR A PLAN OF MERGER OR CONSOLIDATION OF THE FOUNDATION WITH ANOTHER CORPORATION. IN ADDITION, THE FOUNDATION BOARD OF DIRECTORS MAY NOT TAKE ANY OF THE ACTIONS LISTED BELOW, WITHOUT OBTAINING THE PRIOR APPROVAL OF EEH: - ADOPT, OR PERMIT THE ADOPTION OF, ANY ANNUAL OR LONG TERM CAPITAL OR OPERATIONAL BUDGET OF THE FOUNDATION OR OF ANY AFFILIATE OR SUBSIDIARY OF THE FOUNDATION; - ADOPT, OR PERMIT THE ADOPTION OF, ANY VARIANCE FROM ANY ANNUAL OR LONG TERM CAPITAL OR OPERATIONAL BUDGET OF THE FOUNDATION OR OF ANY AFFILIATE OR SUBSIDIARY OF THE FOUNDATION PREVIOUSLY APPROVED BY EEH WHICH WOULD RESULT IN THE EXPENDITURE OF FUNDS EXCEEDING IN THE AGGREGATE DURING THE RELEVANT TERM OF ANY SUCH BUDGET THE GREATER OF TEN PERCENT (10%) OF THE TOTAL BUDGETED OPERATING EXPENSES OR SUCH DOLLAR LIMIT AS EEH MAY ESTABLISH BY RESOLUTION AT THE TIME IT APPROVES SUCH BUDGET; - AUTHORIZE OR PERMIT THE FOUNDATION OR ANY AFFILIATE OR SUBSIDIARY OF THE FOUNDATION TO ENTER INTO ANY CONTRACT WHICH IS NOT PROVIDED FOR IN AN ANNUAL OR LONG TERM CAPITAL OR OPERATIONAL BUDGET APPROVED BY EEH WHERE THE AMOUNT INVOLVED EXCEEDS IN THE AGGREGATE ONE HUNDRED THOUSAND DOLLARS ($100,000) OR SUCH OTHER DOLLAR LIMIT AS EEH MAY ESTABLISH BY RESOLUTION AT THE TIME IT APPROVES SUCH BUDGET; - ADOPT, OR PERMIT THE ADOPTION OF, ANY NEW, OR ANY SUBSTANTIVE CHANGES TO THE STRATEGIC PLANS OF THE FOUNDATION OR OF ANY AFFILIATE OR SUBSIDIARY OF THE FOUNDATION; - ADOPT, OR PERMIT THE ADOPTION OF, ANY NEW, OR ANY SUBSTANTIVE CHANGES TO THE MARKETING PLANS OF THE FOUNDATION OR OF ANY AFFILIATE OR SUBSIDIARY OF THE FOUNDATION; - AUTHORIZE THE FOUNDATION OR ANY AFFILIATE OR SUBSIDIARY OF THE FOUNDATION TO ENTER INTO ANY TRANSACTION PROVIDING FOR OR REQUIRING A CERTIFICATE OF NEED WHICH IS NOT PROVIDED FOR IN AN ANNUAL CAPITAL OR OPERATIONAL BUDGET APPROVED BY EEH; - ORGANIZE OR ACQUIRE, OR AUTHORIZE OR PERMIT THE ORGANIZATION OR ACQUISITION OF, ANY AFFILIATE OR SUBSIDIARY OF THE FOUNDATION; - APPROVE, OR PERMIT THE APPROVAL OF, ANY LONG TERM BORROWING OF MONEY FOR CAPITAL NEEDS BY THE FOUNDATION OR BY ANY AFFILIATE OR SUBSIDIARY OF THE FOUNDATION; AND - APPROVE, OR PERMIT THE APPROVAL OF, ANY CONTRIBUTIONS, GRANTS OR LOANS TO ENTITIES OTHER THAN EEH. Form 990, Part VI, Line 11b Review of form 990 by governing body A draft of the full form 990 was provided to the Edward-Elmhurst Healthcare audit committee, and was reviewed with the assistance of Crowe LLP. Following review by the audit committee, and prior to filing, a final copy of the form 990 was then provided to the full board of trustees of the Edward Foundation, and key components of the form 990 were also reviewed. Form 990, Part VI, Line 12c Conflict of interest policy EDWARD-ELMHURST HEALTHCARE, ON BEHALF OF ITSELF AND ALL AFFILIATES, MONITORS AND ENFORCES COMPLIANCE WITH ITS CONFLICT OF INTEREST POLICY THROUGH ANNUAL REPORTING, AND ONGOING EDUCATION. Each year, Edward-Elmhurst Healthcare conducts an annual conflict of interest review. This process involves requiring all trustees, officers, key employees, employed physicians, certain other physicians, and management level employees to complete an electronic conflict of interest questionnaire. The System Director of Internal Audit and Corporate Compliance facilitates the completion of a questionnaire by all required individuals, and if no questionnaire is completed, the matter is reported to the individual's supervisor up to and including the Board of Trustees. Disclosures made on the questionnaire are evaluated by a conflict of interest workgroup comprised of the System Director of Internal Audit and Corporate Compliance, the System Executive Vice President and Chief Financial Officer, the General Counsel, and the Deputy General Counsel. Disclosures made by trustees, officers and key employees are evaluated by the Executive Committee of the Board of Trustees or its designee. The evaluations may result in actions being taken up to and including the development of a management plan accepted by the individual making the disclosure or termination of the disclosed relationship or conflict. In cases where an actual or potential conflict of interest is identified, the conflicted individual is educated about how they should raise this issue if they are ever in a position where their conflict may be implicated. Conflicted individuals must recuse themselves from voting, but, at the discretion of the Board, may be permitted to participate in discussion about matters in which they have an actual or apparent conflict. In addition to this annual reporting, all individuals noted above are advised that, pursuant to the conflicts policy, they are required to report to the system director of internal audit and corporate compliance any actual or potential conflicts of interest as they may arise throughout the course of the year. Form 990, Part VI, Line 15a Process to establish compensation of top management official Executive compensation, including the President and all officers of Edward-Elmhurst Healthcare ("Senior Management") is managed by the Edward-Elmhurst Healthcare ("EEH") Board of Trustees ("Board"), on behalf of EEH and all of its affiliates. On an annual basis, the Board reviews compensation arrangements, including the compensation award for the EDWARD FOUNDATION Executive Director for the coming year. The Board conducts the review in a manner that will qualify for the rebuttable presumption of reasonableness under the Intermediate Sanction Rules of Section 4958 of the Internal Revenue Code. To that end: - The CEO and all other members of Senior Management may participate in this review process and be present at meetings of the Board only if and to the extent necessary to answer questions and provide other information the Board needs for its analysis, assessment and deliberations, and they must otherwise recuse themselves from Board meetings during Board debate and voting on compensation arrangements. - Any Board member identified as having a conflict shall participate in the process only to the same extent as members of Senior Management. - The Board conducts the review with the assistance of an experienced and independent compensation firm, which summarizes its analysis and findings in writing to the Board. - The Board obtains and relies on current comparable market compensation data from appropriate peer organizations for each compensation component prior to making its determination. Relevant information will include compensation levels paid by similarly situated organizations, both taxable and tax-exempt, for functionally comparable positions; the availability of similar services in the geographic area served by EEH; current compensation survey compiled by an independent firm; and, where applicable, actual written offers from similar organizations competing for the services for the members of Senior Management. - The Board also adequately and promptly documents its decision. The documentation states its intention to quality for the rebuttable presumption of reasonableness; the specific terms of the compensation arrangement that were approved; the approval date; the names of the individuals present and those who voted; the specific comparability data obtained and relied upon; and an explanation as to why the approved amounts are considered reasonable if the terms of the compensation arrangement differ from the comparability data. In addition, the Board periodically reviews the Executive Compensation Plan, including the philosophy, for (a) compliance with applicable laws and regulations, and (b) alignment with EEH's mission, charitable purposes, goals and strategies. Based on the review, the Board approves any changes in one or more components of the plan or the plan philosophy that the Board considers necessary and appropriate relative to one or both of these criteria. Other individuals who are officers or key employees of EDWARD FOUNDATION, but are not a part of EEH Senior Management are compensated with a competitive base salary, along with an incentive plan, which is reflective of EEH's market as determined by a review of independently gathered market compensation survey data. At the time of hire, the salary determination is made by giving consideration to the experience pertinent to the role for which the individual is to be hired, also considered are niche skills or experience the individual brings to the organization. Supply and demand will also play a role in determining the hiring rate of pay. Based on these factors, the EEH Human Resources department, which supports EEH and all of its affiliates, will assign the key employee to an appropriate pay grade, and a rate of pay will be offered within that pay grade. On a periodic basis, the EEH Human Resources Department works with an independent third party compensation consultant to conduct a thorough market review of all positions which are not considered Senior Management. Using a variety of sources, EEH salary ranges are compared to the current market pay grade assignments, and individual rate of pay may change based on the results of this annual market review. In additional, annual merit increases may be awarded based on EEH's budget for the year. Form 990, Part VI, Line 15b Process to establish compensation of other employees Please see the narrative to Form 990, Part VI, Line 15a. Form 990, Part VI, Line 19 Required documents available to the public CURRENTLY, THE ORGANIZATION'S GOVERNING DOCUMENTS AND CONFLICT OF INTEREST POLICY ARE AVAILABLE UPON REQUEST. IF A REQUEST IS RECEIVED FOR THIS INFORMATION, IT IS FORWARDED ON TO EITHER THE LEGAL DEPARTMENT OR THE FINANCE DEPARTMENT, AND THE MATERIALS WOULD THEN BE PROVIDED TO THE REQUESTOR. AUDITED FINANCIAL STATEMENTS ARE AVAILABLE ON THE EMMA (ELECTRONIC MUNICIPAL MARKET ACCESS) WEBSITE AT WWW.EMMA.MSRB.ORG. Form 990, Part VI, Line 1a Executive Committee The organization's governing body delegates broad authority to act on its behalf to the Executive Committee of Edward Elmhurst Healthcare. The Executive Committee shall have and exercise the authority of the Board of Trustees in the management of the Corporation and have those duties, responsibilities and authority as may be prescribed by the Board of Trustees from time to time. The Executive Committee shall review and/or develop the strategic plan(s) for the Corporation and its Affiliated Entities, taking into account the mission of the Corporation, and recommend same for approval, or approval with modifications, to the Board of Trustees. The role of the Executive Committee shall include, but not be limited to, the following: (i) the identification of individuals who may be nominated and elected to serve as new Trustees or as Chairperson, Vice Chairperson or President; (ii) the education of new Trustees; (iii) the review and evaluation of the President; (iv) the review and approval of any and all executive compensation plans for the Corporation and the Affiliate Entities; and (v) the review and approval of any transactions involving the acquisition of physician practices/groups and/or joint ventures or transactions with physicians or physician practices/ groups. The Executive Committee consists of 6 voting members-the Edward Elmhurst Healthcare System CEO and 5 other independent members of the community. All 6 of these individuals are voting members of the Edward Elmhurst Healthcare Board of Trustees. 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