2017-11-09T13:11:57-06:00 2016-12-31 ERNST & YOUNG US LLP 2 N CENTRAL AVENUE STE 2300 PHOENIX AZ 85004 990 2016-01-01 204862361 Banner Alzheimer's Foundation % PAUL NOLDE-MORRISSEY BANN 6027474483 2901 N CENTRAL AVE Suite 160 PHOENIX AZ 850122702 ANDREA J PETERSEN PRESIDENT & CEO 6027474483 2017-11-08 true MICHAEL PAYNE P01442310 6023223000 68.228.206.89 86597020173135000001 2017-11-09 P F25EC2EC7005B6853F35492CB9A63E6FB452E34F 75C5EDAB7EBB92AAB100D8D7E73F8E6643DC4F33 2016 2021-01-29 14:40:06Z ANDREA J PETERSEN 2901 N CENTRAL AVE160 PHOENIX AZ 85012 3745673 false X WWW.BANNERHEALTH.COM 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). 14 14 0 0 0 0 2376010 3277903 0 0 471807 456895 0 -30012 2847817 3704786 3173857 4673565 0 0 0 0 0 0 0 0 0 3173857 4673565 -326040 -968779 22273429 24052352 0 2641521 22273429 21410831 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 4673565 4673565 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. 4673565 true true false false false false false false false true false false false true true false 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 true true false false true 6 0 true 0 false false false false false true true false false false false X 14 14 true false false false true true true true true false false false true true true true true false false false AZ X PAUL NOLDE-MORRISSEY 6027474000 2901 N CENTRAL AVE SUITE 160 PHOENIX AZ 85012 X Mark N Sklar Director/NOMINATING CHAIR 4.0 4.0 X X 0 12000 0 Patricia Engels Director/Vice-Chairman 4.0 0.0 X X 0 0 0 Kathy Hancock Director 4.0 0.0 X 0 0 0 Steve Hilton Director 4.0 0.0 X 0 0 0 Suzanne Hilton Director 4.0 0.0 X 0 0 0 Neal Kurn Director/Secretary/Treasurer 4.0 0.0 X X 0 0 0 Julie Lavidge Director 4.0 0.0 X 0 0 0 Bob Roth Director 4.0 0.0 X 0 0 0 Jerre Stead Director/Chairman 4.0 0.0 X X 0 0 0 Heidi Teets Director 4.0 0.0 X 0 0 0 David Wilshin Director 4.0 0.0 X 0 0 0 Joette Schmidt Director 4.0 0.0 X 0 0 0 Marc Miles Director (THRU 5/31/16) 4.0 0.0 X 0 0 0 Todd Sanders Director 4.0 0.0 X 0 0 0 Judy Myers Director (AS OF 6/3/16) 4.0 0.0 X 0 0 0 Andrea J Petersen President/CEO 5.0 36.0 X 0 560774 58187 HAZEL RICHARDS VP DEVELOPMENT 36.0 4.0 X 0 236849 22750 0 809623 80937 0 true true false NONE 0 76815 3201088 195485 3277903 0 174227 174227 0 0 0 0 0 282668 282668 282668 282668 10875 76815 40887 -30012 -30012 0 0 0 0 0 0 0 3704786 0 426883 4667565 4667565 6000 6000 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 4673565 4673565 0 0 0 0 313954 314517 9538534 5301463 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 11403493 14886369 0 0 0 0 0 0 1017448 3550003 22273429 24052352 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 2641521 0 2641521 X 16937400 16074802 3336029 3336029 2000000 2000000 22273429 21410831 22273429 24052352 -968779 106181 X false true X true false X 4985691 10964736 2414499 2376010 3227903 23968839 0 0 4985691 10964736 2414499 2376010 3227903 23968839 9172719 14796120 85471 116504 163237 153973 174227 693412 6298 22704 0 0 0 29002 0 0 0 24691253 0 0.59925 0.53314 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 2023917 -18832 2005085 2025256 -1339 2023917 2000000 25256 2025256 2000000 2000000 0.00000 0.00000 1.00000 false false DUE FROM BANNER HEALTH FDN 3550003 3550003 0 DUE TO BANNER HEALTH 2641521 2641521 SCHEDULE D, PART V, LINE 4 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. a night to reme 87690 76815 10875 11020 15340 3500 11027 0 87690 76815 10875 11020 15340 3500 11027 40887 -30012 true BANNER HEALTH 2901 N CENTRAL AVE PHOENIX AZ 850122702 450233470 501(c)(3) 4667565 GENERAL SUPPORT 1 SCHOLARSHIPS 2 6000 SCHEDULE I, PART I, LINE 2 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 BH. false true false false false false false true false Andrea J Petersen President/CEO 0 345774 0 195246 0 19754 0 31030 0 27157 0 618961 0 0 HAZEL RICHARDS VP DEVELOPMENT 0 179269 0 45157 0 12423 0 7357 0 15393 0 259599 0 0 Form 990, Schedule J, Part I, Line 3 THE COMPENSATION OF THE ORGANIZATION'S CEO IS DETERMINED BY A RELATED TAX-EXEMPT ORGANIZATION. SEE SCHEDULE O FORM 990, PART VI, LINES 15A AND 15B FOR THE PROCESS USED BY THE RELATED ORGANIZATION TO DETERMINE COMPENSATION. Form 990, Schedule J, Part I, Line 4b EXEC 457(F) - COVERED EXECUTIVES COMPENSATED BY BANNER HEALTH. 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. TAXATION OCCURS UPON DISTRIBUTION (IF VESTED). THE ONLY CONTRIBUTIONS ALLOWED ARE EMPLOYER CONTRIBUTIONS. PAYOUT AMOUNTS ARE TAXABLE AND INCLUDED IN SCHEDULE J, PART II, COL B(III). DEPOSIT AMOUNTS ARE INCLUDED IN SCHEDULE J, PART II, COL (C). NAME 457(F) PAYOUT EMPLOYER 457(F) DEPOSIT Andrea J Petersen $0 $20,430 Form 990, Schedule J, Part I, Line 7 CERTAIN OFFICERS OF THE REPORTING ORGANIZATION ARE PAID BY BANNER HEALTH FOUNDATION. BANNER HEALTH 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 A TARGETED 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, COL B(II). X MEDIA SERVICES 3 178485 FMV 0 false true false SCHEDULE M, PART I, COLUMN (B) COLUMN (B) REPRESENTS THE NUMBER OF CONTRIBUTIONS RECEIVED. 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. STEVE HILTON AND MARK SKLAR HAVE A BUSINESS 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 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, INCLUDING THE 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 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, INCLUDING THE BANNER ALZHEIMER'S FOUNDATION OFFICERS - 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 PRESIDNET AND 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 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 THE PRESIDENT AND 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 - REVIEWS ALL INCENTIVE PLANS, BENEFIT PLANS AND PROGRAMS THAT APPLY TO EMPLOYEES AND PHYSICIANS - APPROVES THE PRESIDENT AND 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 PRESIDENT AND 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 - 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 PRESIDENT AND 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 PRESIDENT AND 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 PRESIDENT AND CEO'S COMPENSATION FOR OTHER KEY EMPLOYEES AND OFFICER COMPENSATION. THE COMPENSATION REVIEW PROCESS WAS LAST COMPLETED IN 2016. 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. FORM 990, PART VII 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. 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