2022-11-14T23:30:09+00:00 2021-12-31 346565596 ERNST & YOUNG US LLP 2323 VICTORY AVENUE SUITE 2000 DALLAS TX 75219 990 2021-01-01 204862361 Banner Alzheimer's Foundation BANN 6027474483 2901 N CENTRAL AVE 160 PHOENIX AZ 85012 ANDREA J PETERSEN PRESIDENT & CEO 2022-11-14 true ANDREA J PETERSEN 999009999 Patrick Shields P01508556 2149698000 2021 2022-09-23 18:48:47Z ANDREA J PETERSEN 2901 N CENTRAL AVE 160 PHOENIX AZ 85012 5973985 false X WWW.BANNERHEALTHFOUNDATION.ORG X 2006 AZ BANNER ALZHEIMER'S FOUNDATION SUPPORTS THE MISSION OF BANNER ALZHEIMER'S INSTITUTE, A DIVISION OF BANNER HEALTH (A 501(C)(3) TAX-EXEMPT HOSPITAL). 7 7 0 6 0 0 17070000 3406410 0 0 703889 2567575 0 0 17773889 5973985 8013533 9599454 0 0 0 0 0 0 0 0 0 8013533 9599454 9760356 -3625469 41572159 39991469 0 315519 41572159 39675950 BANNER ALZHEIMER'S FOUNDATION SUPPORTS THE MISSION OF BANNER ALZHEIMER'S INSTITUTE, A DIVISION OF BANNER HEALTH (A 501(C)(3) TAX-EXEMPT HOSPITAL). false false 9599454 9599454 0 BANNER ALZHEIMER'S FOUNDATION IS A PHILANTHROPIC RESOURCE FOR BANNER ALZHEIMER'S INSTITUTE (BAI). BAI IS A DIVISION OF BANNER HEALTH, AN ARIZONA 501(C)(3) NONPROFIT CORPORATION. THE FOUNDATION IS DEDICATED TO SECURING CHARITABLE CONTRIBUTIONS IN SUPPORT OF BAI'S MISSION TO END ALZHEIMER'S DISEASE WITHOUT LOSING ANOTHER GENERATION AND TO SET A COMPREHENSIVE STANDARD OF CARE FOR PATIENTS AND FAMILIES. 9599454 true true false false false false false false true false false false false true false false true false false false false false false false false false true false true false false false false false false false false true false false false false true true true false false true 0 0 0 false false false false false false false false false false false false X 7 7 true false false false true true true true true false false false true true true true true false false false X JEAN LANCE 6027474000 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 850122702 JERRE STEAD DIRECTOR/CHAIRMAN 4.0 0 X X 0 0 0 MICHAEL SKLAR DIRECTOR/VICE CHAIRMAN 4.0 0 X X 0 0 0 JAY STEAD DIRECTOR 4.0 0 X 0 0 0 MARKUS REINHARD DIRECTOR 4.0 0 X 0 0 0 SHERYL VON BLUCHER DIRECTOR 4.0 0 X 0 0 0 TOM STOCKY DIRECTOR 4.0 0 X 0 0 0 TOM TOOLE DIRECTOR 4.0 0 X 0 0 0 ANDREA PETERSEN PRESIDENT/CEO 5.0 36.0 X 0 721817 57236 HAZEL RICHARDS SR DIR/CHIEF DEVELOPMENT OFFICER 4.0 36.0 X 0 206085 21277 0 927902 78512 0 true true false 0 3406410 300000 3406410 0 0 0 0 0 269109 269109 0 0 2298466 2298466 0 2298466 2298466 0 0 0 0 0 5973985 0 0 2567575 9599454 9599454 0 0 0 0 0 0 0 0 0 0 9599454 9599454 0 0 0 0 0 0 9801325 8979355 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 30455365 31012114 0 0 0 0 1315469 0 41572159 39991469 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 315519 0 315519 X 36136387 34240178 5435772 5435772 0 0 0 0 0 0 41572159 39675950 41572159 39991469 X -3625469 1263614 465646 X false true X true false X 12892221 9328159 5154221 17070000 3406410 47851011 0 0 12892221 9328159 5154221 17070000 3406410 47851011 26126119 21724892 192633 224128 258961 258961 269109 1203792 0 0 0 0 0 0 0 49054803 0 0.4429 0.4372 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 2011462 265023 74751 2201734 1900705 189718 78961 2011462 1829902 214555 143752 1900705 1947711 -72886 44923 1829902 2005085 64580 121954 1947711 0.0 0.0 1.0 false false 0 DUE TO AFFILIATES 315519 315519 Schedule D, Part V, Line 4 Intended uses of endowment funds BANNER ALZHEIMER'S FOUNDATION'S ENDOWMENT FUND IS A DONOR-RESTRICTED FUND ESTABLISHED FOR THE PURPOSE OF SUPPORTING THE FAMILY AND COMMUNITY SERVICES PROGRAM AT THE BANNER ALZHEIMER'S INSTITUTE. true Banner Health 2901 N Central Ave STE 160 Phoenix AZ 85012 450233470 501(c)(3) 9536954 General Support University of Southern California 635 Downey Way Los Angeles CA 90089 951642394 501(c)(3) 62500 General Support 2 0 Schedule I, Part I, Line 2 Procedures for monitoring use of grant funds. BANNER ALZHEIMER'S FOUNDATION IS OPERATED EXCLUSIVELY FOR CHARITABLE, EDUCATIONAL AND SCIENTIFIC ACTIVITIES BY CONDUCTING OR SUPPORTING ACTIVITIES FOR THE BENEFIT OF, TO PERFORM THE FUNCTIONS OF, OR TO CARRY OUT THE PURPOSES OF BANNER HEALTH, AN ARIZONA 501(C)(3) NONPROFIT CORPORATION AND SPECIFICALLY TO SUPPORT THE OPERATIONS AND ACTIVITIES OF THE BANNER ALZHEIMER'S INSTITUTE, A DIVISION OF BANNER HEALTH. THE USE OF GRANT FUNDS IS MONITORED BY THE GOVERNANCE PRACTICES OF BANNER HEALTH. false true false false false false false true false HAZEL RICHARDS SR DIR/CHIEF DEVELOPMENT OFFICER 0 140733 0 54010 0 11342 0 5806 0 15471 0 227362 0 0 ANDREA PETERSEN PRESIDENT/CEO 0 434939 0 238585 0 48293 0 32921 0 24314 0 779052 0 25595 Schedule J, Part I, Line 4b Supplemental nonqualified retirement plan THE EXECUTIVE 457(F) PLAN OF BANNER HEALTH COVERS SOME OF THE OFFICERS AND DIRECTORS LISTED ON FORM 990, PART VII, SECTION A, LINE 1A. THIS NONQUALIFIED PLAN IS HELD AT FIDELITY INVESTMENTS. VESTING OCCURS UPON MEETING VESTING REQUIREMENTS (SUBJECT TO A SUBSTANTIAL RISK OF FORFEITURE) - EARLIER OF AGE 62, 5 YEARS FROM DATE OF DEPOSIT OR RULE OF 80. THE ONLY CONTRIBUTIONS ALLOWED ARE EMPLOYER CONTRIBUTIONS. PAYOUT AMOUNTS ARE TAXABLE AND INCLUDED IN SCHEDULE J, PART II, COLUMN (B)(III). DEPOSIT AMOUNTS ARE INCLUDED IN SCHEDULE J, PART II, COLUMN (C). 457(F) PAYOUT: ANDREA PETERSEN $25,595 EMPLOYER 457(F) DEPOSIT: ANDREA PETERSEN $27,709 Schedule J, Part I, Line 7 Non-fixed payments CERTAIN OFFICERS OF THE REPORTING ORGANIZATION ARE PAID BY BANNER HEALTH FOUNDATION. BANNER ALZHEIMER'S FOUNDATION'S INCENTIVE PLAN IS BASED ON TWO THINGS. FIRST, BANNER HEALTH (A RELATED TAX-EXEMPT ORGANIZATION) AS A WHOLE MUST ACHIEVE ITS NET OPERATING INCOME THRESHOLD. SECOND, THE FOUNDATION MUST ACHIEVE ITS PRODUCTION REVENUE GOAL AND MUST ACHIEVE ATARGETED OPERATION NET GOAL. AWARDS ARE GRANTED AS A PERCENTAGE OF THE PARTICIPANT'S BASE SALARY AND VARY WITH THE POSITION LEVEL OF THE PARTICIPATING EMPLOYEE, RANGING FROM 24% TO 80% OF BASE SALARY. INCENTIVE PLAN PAYMENTS ARE REPORTED ON SCHEDULE J, PART II, COLUMN (B)(II). Schedule J, Part I, Line 3 COMPENSATION OF CEO THE COMPENSATION OF THE ORGANIZATION'S CEO IS DETERMINED BY A RELATED TAX-EXEMPT ORGANIZATION. SEE SCHEDULE O FOR FORM 990, PART VI, LINES 15A AND 15B FOR THE PROCESS USED BY THE RELATED ORGANIZATION TO DETERMINE COMPENSATION. X 1 300000 Market value false true false Schedule M, Part I Explanations of reporting method for number of contributions Securities - Publicly traded - COLUMN (B) REPRESENTS THE NUMBER OF CONTRIBUTIONS RECEIVED. Form 990, Part VI, Line 15a COMPENSATION REVIEW PROCESS 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 COMPRISED OF INDEPENDENT DIRECTORS 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 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 PRESIDENT and CEO - EXERCISES OVERSIGHT OVER ALL ASPECTS OF COMPENSATION FOR THE PRESIDENT AND CEO - REVIEWS AND DETERMINES THE EXECUTIVE TOTAL COMPENSATION PHILOSOPHY OF BANNER HEALTH - ESTABLISHES THE PERMISSIBLE RANGES OF COMPENSATION FOR SENIOR EXECUTIVES AND DISQUALIFIED PERSONS - REVIEWS AND APPROVES THE DESIGN OF THE COMPONENTS OF COMPENSATION FOR SENIOR EXECUTIVES AND ANY OTHER DISQUALIFIED PERSONS AND MONITORS COMPLIANCE OF BANNER HEALTH WITH THE PHILOSOPHY AND DESIGN COMPONENTS OF EXECUTIVE COMPENSATION - RECEIVES THE PRESIDENT AND CEO'S REPORT CONCERNING THE OVERALL PERFORMANCE AND DEVELOPMENT ASSESSMENT OF THE SENIOR EXECUTIVES - ACTS FOR THE BOARD IN THE ENGAGEMENT 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 CEO, SENIOR EXECUTIVES AND ANY OTHER DISQUALIFIED PERSONS, WHICH CONSULTANT REPORTS DIRECTLY TO THE COMMITTEE. IN ADDITION, THE COMMITTEE HAS ADOPTED THE FOLLOWING BEST PRACTICES WITH RESPECT TO ITS EXECUTIVE COMPENSATION OVERSIGHT FUNCTION: - REVIEWS ALL INCENTIVE PLANS, BENEFIT PLANS AND PROGRAMS THAT APPLY TO EMPLOYEES AND PHYSICIANS - APPROVES CEO'S RECOMMENDATIONS AS TO THE COMPENSATION OF SENIOR EXECUTIVES - USES TALLY SHEETS SUMMARIZING ALL COMPONENTS OF THE CEO'S AND SENIOR EXECUTIVES' COMPENSATION, 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 RETAINS AN EXTERNAL INDEPENDENT COMPENSATION CONSULTING FIRM TO ASSIST THE COMMITTEE. THE COMMITTEE ENGAGES A NATIONALLY RECOGNIZED COMPENSATION CONSULTING FIRM WITH SUBSTANTIAL HEALTHCARE EXPERIENCE. THIS FIRM REVIEWED AND OPINED AS TO THE REASONABLENESS OF THE TOTAL COMPENSATION PACKAGE OF THE CEO, SENIOR EXECUTIVE MANAGEMENT, AND OTHER EXECUTIVE MANAGEMENT IDENTIFIED BY THE COMMITTEE AS POTENTIAL DISQUALIFIED PERSONS. THE COMMITTEE ANNUALLY 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 - 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. WITH THE ASSISTANCE OF THE INDEPENDENT COMPENSATION CONSULTANT, THE COMPENSATION COMMITTEE ANNUALLY REVIEWS THE PERFORMANCE OF THE CEO AND RECOMMENDS ADJUSTMENTS TO HER BASE SALARY AS DEEMED APPROPRIATE BASED UPON THE REVIEW, SUBJECT TO CONFIRMATION FROM THE CONSULTANT (WHO ATTENDS SUCH MEETING) THAT THE RECOMMENDATION IS APPROPRIATE AND WILL NOT RESULT IN THE OVERALL COMPENSATION OF THE CEO BECOMING UNREASONABLE. IN ORDER TO ENSURE THAT THE COMPENSATION DECISION IS SUBJECT TO THE ACTION OF INDEPENDENT DIRECTORS, THE BOARD MAY NOT APPROVE A SALARY ACTION DIFFERENT FROM THAT RECOMMENDED BY THE COMPENSATION COMMITTEE WITHOUT THE CONCURRENCE OF THE COMMITTEE. THE CEO ESTABLISHES THE BASE SALARY OF THE EXECUTIVES WHO DIRECTLY REPORT TO HIM, AND THOSE EXECUTIVES IN TURN ESTABLISH THE BASE SALARY OF THOSE INDIVIDUALS WHO REPORT TO THEM. ALL BASE SALARIES ARE, HOWEVER, BASED UPON POSITION-SPECIFIC MARKET DATA PROVIDED BY THE BANNER COMPENSATION AND BENEFITS DEPARTMENT. THESE RANGES ARE ESTABLISHED IN ACCORDANCE WITH AN EXECUTIVE COMPENSATION PHILOSOPHY THAT IS ESTABLISHED, AND PERIODICALLY REVIEWED, BY THE COMPENSATION COMMITTEE. ANNUAL EQUITY ADJUSTMENTS MAY BE MADE UPON APPROVAL OF THE CEO AND BASED UPON SPECIFIC MARKET DATA. THE COMPENSATION COMMITTEE RECEIVES AN ANNUAL REPORT FROM THE COMPENSATION AND BENEFITS DEPARTMENT SHOWING THAT BASE SALARIES ARE BEING MAINTAINED CONSISTENT WITH THE EXECUTIVE COMPENSATION PHILOSOPHY APPROVED BY THE COMMITTEE. AS STATED IN THE RESPONSE TO SCHEDULE J, PART I, LINE 7, THE SIGNIFICANT NON-FIXED COMPONENTS OF THE COMPENSATION OF THE CEO AND OTHER SENIOR MANAGEMENT ARE ESTABLISHED AND MONITORED BY THE COMPENSATION COMMITTEE WITH THE ASSISTANCE OF THE INDEPENDENT COMPENSATION CONSULTANT AND ARE INCLUDED IN THE ANNUAL REASONABLENESS OPINION RENDERED BY THE INDEPENDENT COMPENSATION CONSULTANT. CONTEMPORANEOUS MINUTES ARE KEPT OF ALL MEETINGS OF THE COMPENSATION COMMITTEE AND OF THE ACTIONS OF THE BOARD OF DIRECTORS IN APPROVING THE COMPENSATION OF CEO AND REVIEWING AND MONITORING THE COMPENSATION FOR ALL OTHER SENIOR EXECUTIVES AND TOP MANAGEMENT. THE COMPENSATION REVIEW PROCESS WAS LAST COMPLETED IN 2021. Form 990, Part VI, Line 1a Delegate broad authority to a committee 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 Family/business relationships amongst interested persons JERRE STEAD AND JAY STEAD - Family relationship Form 990, Part VI, Line 6 Classes of members or stockholders 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, Line 7a Members or stockholders electing members of governing body 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 7b Decisions requiring approval by members or stockholders 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 Review of form 990 by governing body THE 990 IS REVIEWED BY THE BANNER HEALTH TAX DEPARTMENT, INTERNAL ASSURANCE DEPARTMENT, LEGAL DEPARTMENT AND AT LEAST ONE OFFICER OF THE FILING ORGANIZATION PRIOR TO THE FILING OF THE RETURNS. IN ADDITION, REVIEWS ARE CONDUCTED WITH THE TAX PREPARER PRIOR TO THE FILING OF THE RETURN. Form 990, Part VI, Line 12c Conflict of interest policy THE BANNER HEALTH INTERNAL ASSURANCE DEPARTMENT SENDS INQUIRIES ANNUALLY. DISCLOSURES ARE REVIEWED WITH THE BANNER HEALTH AUDIT COMMITTEE AND THE BANNER HEALTH LEGAL, COMPLIANCE, AND HUMAN RESOURCE DEPARTMENTS ARE CONSULTED AS NEEDED. THE INTERNAL ASSURANCE DEPARTMENT REVIEWS AND COMMUNICATES ANY ACTIONS REQUIRED TO THE EMPLOYEE AND THEIR SUPERVISOR AS NECESSARY. PURSUANT TO BH'S CONFLICT OF INTEREST POLICY, ALL BOARD MEMBERS, OFFICERS AND THE DIRECTOR OF INTERNAL ASSURANCE MUST DISCLOSE THE EXISTENCE OF ANY FINANCIAL INTEREST THAT MAY GIVE RISE TO A CONFLICT OF INTEREST. Form 990, Part VI, Line 19 Required documents available to the public 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. Form 990, Part VII, Section A, Line 1a FORMER OFFICER BANNER HEALTH FOUNDATION STILL EMPLOYS HAZEL RICHARDS AS VICE PRESIDENT OF DEVELOPMENT. THE POSITION IS NO LONGER CONSIDERED THAT OF AN OFFICER; THEREFORE, SHE HAS BEEN MARKED A FORMER OFFICER IN ACCORDANCE WITH THE FORM 990 INSTRUCTIONS. Form 990, Part XI, Line 9 Other changes in net assets or fund balances INTERCOMPANY TRANSFER - 465646; BANNER HEALTH 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 450233470 HOSPITAL AZ 501(c)(3) 3 NA false BANNER HEALTH FOUNDATION 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 942545356 SUPPORT AZ 501(c)(3) 7 BANNER HEALTH true BANNER MEDICAL GROUP 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 900532830 MEDICAL SERVICES AZ 501(c)(3) 3 BANNER HEALTH true BANNER MEDICAL GROUP COLORADO 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 900532831 MEDICAL SERVICES CO 501(c)(3) 3 BANNER HEALTH true BANNER UNIVERSITY MEDICAL GROUP 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 942958258 MEDICAL SERVICES AZ 501(c)(3) 3 BANNER HEALTH true BANNER-UNIVERSITY CARE ADVANTAGE 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 463757358 HEALTH INSURANCE AZ 501(c)(3) 10 BANNER HEALTH true BANNER-UNIVERSITY FAMILY CARE 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 463766901 HEALTH INSURANCE AZ 501(c)(3) 10 BANNER HEALTH true BANNER HEALTH INSURANCE GROUP INC 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85331 843248878 HEALTH INSURANCE AZ 501(c)(4) BANNER HEALTH true BANNER HEALTH PLAN INC 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 843237280 HEALTH INSURANCE AZ 501(c)(4) BANNER HEALTH true BANNER AIR LLC 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 862878425 MEDICAL TRANSPORT DE NA N/A BANNER ATLAS JV LLC 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 831276122 OUTPATIENT SURGERY CENTER AZ NA N/A BANNER WEST VALLEY CARDIOLOGY MANAGEMENT LLC 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 861559257 MEDICAL MANAGEMENT AZ NA N/A BHSM REHABILITATION LLC 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 823481322 MEDICAL SERVICES DE NA N/A BANNER HEALTH NETWORK 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 900750689 ACCOUNTABLE CARE AZ NA C Corporation true BANNER INDEMNITY LTD PO BOX 1051 GRAND CAYMAN CJ 450233470 INVESTMENTS CJ NA C Corporation true BANNER PLAN ADMINISTRATION INC 445 W 5TH PLACE SUITE 101 MESA AZ 85201 860800246 THIRD PARTY ADMINISTRATION AZ NA C Corporation true NMSI INC 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 742354291 PPO INSURANCE PROVIDER CO NA C Corporation true THE UNIVERSITY OF ARIZONA HEALTH PLAN - UNIVERSITY HEALTHCARE INC 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 454370907 HEALTH INSURANCE AZ NA C Corporation true false true true false true false false false false false false false true true true false false false false