2016-05-05T12:50:10-05:00 2015-06-30 350921680 CROWE HORWATH LLP 225 West Wacker Drive Suite 2600 Chicago IL 606061224 990 2014-07-01 363723705 EDWARD FOUNDATION EDWA 6305273000 801 S WASHINGTON STREET NAPERVILLE IL 60540 Vincent E Pryor System EVP CFO/Treasurer 2016-05-04 true John V Woodhull P01305268 3128997000 2014 2016-08-17 19:52:53Z PAMELA MEYER DAVIS 801 S WASHINGTON STREET NAPERVILLE IL 60540 11310028 false X WWW.EDWARD.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. 15 13 0 103 0 0 2079741 2962747 0 0 1033198 437318 -175822 -219624 2937117 3180441 480559 598072 0 0 0 0 0 44325 173786 345494 370120 826053 1012517 2111064 2167924 7063084 9036718 380564 450261 6682520 8586457 TO SERVE AS THE CHARITABLE FUNDRAISING ARM OF EDWARD HOSPITAL AND ITS NONPROFIT AFFILIATES. false false 41243 41243 THE FOUNDATION FUNDED THE CARE CENTER, A CLINIC FOR THE DIAGNOSIS, TREATMENT AND LEGAL DOCUMENTATION OF SEXUALLY ABUSED CHILDREN, THE ONLY CENTER OF ITS KIND IN THE REGION, SERVING A SIX-COUNTY AREA. THE CARE CENTER WORKS AS PART OF A CONTINUUM OF CARE WITH SOCIAL SERVICE AGENCIES AND, WORKING WITH STATE'S ATTORNEYS' OFFICES, ALSO ASSISTS IN THE SUCCESSFUL PROSECUTION OF SEXUAL PREDATORS. A TOTAL OF 68 CLIENTS WERE SERVED IN FISCAL YEAR 2015. CONSTANT RE-TRAINING IS NEEDED BECAUSE OF STAFF TURNOVER AT THESE AGENCIES. LONGER TERM OBJECTIVES INCLUDE INCREASING THE CLINIC AVAILABILITY AS CURRENTLY THERE IS ONE CLINIC DAY PER WEEK FOR APPOINTMENTS PLUS EMERGENCY ROOM VISITS. THERE WILL ALSO BE AN EXAM ROOM ADDED IN THE PLANNED REMODELING OF THE PEDIATRICS AREA AND THIS WILL BE USED AS NEEDED TO CROSS-TRAIN PEDIATRIC NURSES TO WORK WITH SEXUAL ABUSE CASES. 40205 40205 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 1,100 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. 17874 17874 THE FOUNDATION FUNDED THE ANIMAL ASSISTED THERAPY PROGRAM. THIS PROGRAM PROVIDES OPPORTUNITIES FOR MOTIVATIONAL, EDUCATIONAL, RECREATIONAL, AND/OR THERAPEUTIC BENEFITS TO ENHANCE QUALITY OF LIFE. SPECIFICALLY TRAINED PROFESSIONALS, AND/OR VOLUNTEERS IN ASSOCIATION WITH ANIMALS THAT MEET SPECIFIC CRITERIA, DELIVER ANIMAL ASSISTED THERAPY. ANIMAL ASSISTED THERAPY IS DESIGNED TO PROMOTE IMPROVEMENT IN HUMAN PHYSICAL, SOCIAL, EMOTIONAL, AND COGNITIVE FUNCTION. THIS PROGRAM HAS REACHED OVER 1,000 PATIENTS AT EDWARD HOSPITAL. 498750 498750 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. 498750 498750 598072 true true false false false false false true false true false false false false true true false true false false false false false true true false false true true true false false false false false false false false true false false false false true false false false true 3 0 true 0 false false false false false true true false false false false X 15 13 false false false false true true true true true false false true true true true true true true true false IL X Vince Pryor 6305273000 801 South Washington Street Naperville IL 60540 Pamela M Davis system CEO 1.00 39.00 X X 0 1739878 226482 Scott Berger MD Chairman 1.00 0 X X 0 0 0 Robert Beyer Vice-Chairman 1.00 0 X X 0 0 0 Mark Bidlake Trustee 1.00 0 X 0 0 0 Andres Diez Trustee 1.00 0 X 0 0 0 Tom Hardin Trustee 1.00 0 X 0 0 0 James A Lengemann Physician 1.00 39.00 X 0 426291 38841 Gail Niermeyer Trustee 1.00 0 X 0 0 0 Nancy Nyberg Trustee 1.00 0 X 0 0 0 Kristie Ochampaugh Trustee 1.00 0 X 0 0 0 Brian O'Leary Trustee 1.00 0 X 0 0 0 Frank Slocumb Trustee 1.00 0 X 0 0 0 Teresa Surges Trustee 1.00 0 X 0 0 0 Bonnie Valiant Trustee 1.00 0 X 0 0 0 Linda Wehrli Trustee 1.00 0 X 0 0 0 Chris J Mollet System EVP, General Counsel, Secretary 1.00 39.00 X 0 580809 99572 Vincent E Pryor System EVP CFO, Treasurer 1.00 39.00 X 0 818497 167880 0 3565475 532775 0 false true false 0 1098443 1864304 187681 2962747 0 0 0 0 0 0 0 0 0 0 142891 142891 0 0 0 0 0 0 7971352 7676925 294427 0 294427 294427 233038 1098443 452662 -219624 -219624 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 3180441 0 0 217694 542072 542072 56000 56000 44325 44325 2424 2424 70120 0 70120 0 129461 129461 117897 117897 3104 3104 Dues & Subscriptions 33536 33536 Education 5584 5584 Annuity payments 7994 7994 0 0 0 0 1012517 598072 240659 173786 752517 1482808 413315 177715 0 0 0 24418 67321 0 0 0 0 5726213 7074634 0 76521 164140 70100 70100 7063084 9036718 107915 46868 272511 403255 0 138 138 380564 450261 X 5003777 6251738 1311443 1967419 367300 367300 6682520 8586457 7063084 9036718 2167924 -263987 0 X false true X true false X 2181245 2091555 1688250 2079741 2962747 11003538 2181245 2091555 1688250 2079741 2962747 11003538 1225350 9778188 166488 155036 7143 145075 142891 616633 103375 116083 189299 232238 233038 874033 12494204 0 0.7826 0.7587 X Schedule A, Part II, Line 10 Other Income DESCRIPTION - FUNDRAISING EVENT REVENUE, COLUMN A - 103375.0, COLUMN B - 116083.0, COLUMN C - 189299.0, COLUMN D - 232238.0, COLUMN E - 233038.0, COLUMN F - 874033.0; RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 0 70100 0 0 X false 373461 14153 1047 0 386567 366653 0 7363 0 555 0 373461 356024 0 11520 0 891 0 366653 335485 0 22415 0 1876 0 356024 341508 0 22556 0 28579 0 335485 0.0 1.0 0.0 false true true malpractice ibnr 138 138 X 3031709 -263987 339954 -216755 -140788 3172497 7944 7944 3180441 1783748 339954 439221 779175 1004573 7944 7944 1012517 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, Elmhurst Memorial Hosptial, 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. Schedule D, Part XI, Line 2(d) Other revenues in audited financial statements not in form 990 Special Events - 452662 Net Assets Released from Restriction - -669417 Schedule D, Part XI, Line 4(b) Other revenues in form 990 not in audited financial statements Annuity Payments - 7944 Schedule D, Part XII, Line 2(d) Other expenses in audited financial statements not in form 990 Special Events - 452662 Net Assets Released from Restriction - -13441 Schedule D, Part XII, Line 4(b) Other expenses in form 990 not in audited financial statements Annuity Payments - 7944 X X true NANCY E HANSEN 39W050 SHANNON SQUARE GENEVA IL 60134 SEE PART IV false 0 36000 -36000 DAVID GOODMAN OF AUCTION RESULTS 2859 NORTH HERMITAGE AVENUE CHICAGO IL 60657 SEE PART IV false 366801 8325 358476 366801 44325 322476 IL Big Gig 972469 842257 130212 153056 150301 16307 46209 Golf 359012 256186 102826 2787 65406 3748 14848 0 1331481 1098443 233038 155843 215707 20055 61057 452662 -219624 Schedule G, Part I, Line 2b(ii) Nancy E Hansen-Description of Activity The primary purpose of this contract was to assist Edward Foundation administration, staff, board members and other volunteers in developing a more comprehensive major giving and planned giving program Schedule G, Part I, Line 2b(ii) David Goodman of auctions results-Description of activity AUCTION RESULTS PROVIDES EXPERT FUNDRAISING AUCTIONEER AND CONSULTING SERVICES TO MAXIMIZE THE DOLLARS ACHIEVED AT THE EDWARD FOUNDATION'S ANNUAL FUNDRAISER -- THE BIG GIG. AUCTION RESULTS PROVIDES ALL OF THE REQUIREMENTS FOR A SUCCESSFUL EVENT, INCLUDING ENGAGING A WORLD-CLASS, SOPHISTICATED BENEFIT EVENT AUCTIONEER, TRAINING AND MOTIVATING STAFF, ASSISTING IN MARKETING AND PROMOTION, DEVELOPING WINNING STRATEGIES FOR INCREASING THE EDWARD FOUNDATION'S FINANCIAL RESULTS, AND ASSISTING IN OBTAINING AUCTION SUPPORT SERVICES true Edward Hospital 801 S Washington Street Naperville IL 60540 363297173 501(C)(3) 345706 0 N/A N/A See Part IV Naperville Psychiatric Ventures 801 S Washington Street Naperville IL 60540 363965251 501(C)(3) 148736 0 N/A N/A SEE PART IV EDWARD HEALTH VENUTRES 801 S WASHINGTON STREET NAPERVILLE IL 60540 581672987 501(C)(3) 47630 0 N/A N/A SEE PART IV 3 0 SCHOLARSHIPS 36 56000 0 N/A N/A Schedule I, Part I, Line 2 Description Of Procedure 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 (20 awards at $2,000/each) and Student Volunteer awards for education (16 awards at $1,000/each). These awards are made directly to the colleges for each of the student's accounts. When awarding grants to affiliated organizations, Edward Hospital, Naperville Psychiatric Ventures d/b/a Linden Oaks Hospital, and Edward Health Ventures, 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. Schedule I, Part IV GRANTS GREATER THAN $5,000 TOTAL GRANTS TO EDWARD HOSPITAL CONSIST OF THE FOLLOWING: - $332,267 FOR SUPPORT - $13,439 KIDS CARE TOTAL GRANTS TO NAPERVILLE PSYCHIATRIC VENTURES CONSISTS OF THE FOLLOWING: - $148,736 FOR SUPPORT TOTAL GRANTS TO EDWARD HEALTH VENTURES CONSISTS OF THE FOLLOWING: - $47,630 FOR SUPPORT 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 (20 awards at $2,000/each) and Student Volunteer awards for education (16 awards at $1,000/each). These awards are made directly to the colleges for each of the student's accounts. When awarding grants to affiliated organizations, Edward Hospital, Naperville Psychiatric Ventures d/b/a Linden Oaks Hospital, and Edward Health Ventures, 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. false true false false false false false Pamela M Davis system CEO 0 907435 0 740010 0 92433 0 213946 0 12536 0 1966360 0 0 James A Lengemann Physician 0 236995 0 1500 0 187796 0 18342 0 20498 0 465132 0 0 Chris J Mollet System EVP, General Counsel, Secretary 0 341961 0 184250 0 54598 0 94218 0 5354 0 680381 0 0 Vincent E Pryor System EVP CFO, Treasurer 0 513712 0 283254 0 21531 0 145227 0 22653 0 986377 0 0 Schedule J, Part I, Line 3 Arrangement used to establish the top management official's compensation Executive compensation, including the Edward Foundation Executive Director and 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 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 2014; THESE DEFERRALS ARE INCLUDED IN SCHEDULE J, PART II, COLUMN (C). Davis, Pamela M. -- 200,000 Mollet, Chris -- 84,018 Pryor, Vincent E. -- 134,827 X 2 187681 Market value 0 false true false Schedule M, Part I EXPLANATIONS OF REPORTING METHOD FOR NUMBER OF CONTRIBUTIONS SECURITIES-PUBLICLY TRADED: NUMBER OF CONTRIBUTIONS Schedule M, Part I, Line 33 EXPLANATION OF REVENUES NOT REPORTED EDWARD FOUNDATION DID NOT REPORT REVENUE FOR THE AUCTION AND RAFFLE ITEMS BECAUSE THESE ITEMS WERE RECEIVED AS CONTRIBUTIONS AND IMMEDIATELY AWARDED AS AUCTION/RAFFLE PRIZES DURING FUNDRAISING EVENTS. 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, 2015 OUR VOLUNTEERS GAVE 131,000 HOURS OF SERVICE. Form 990, Part III, Line 4d Description of other program services (Expenses $ 498,750 including grants of $ 498,750) 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 Horwath. 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 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. 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