2016-05-11T11:51:47-05:00 2015-06-30 135565207 KPMG LLP 300 NORTH GREENE STREET SUITE 400 GREENSBORO NC 27401 990 2014-07-01 710568795 ARKANSAS CHILDREN'S HOSPITAL FOUNDATION INC ARKA 5013642555 1 CHILDRENS WAY LITTLE ROCK AR 72202 FRED SCARBOROUGH PRESIDENT 5013641419 2016-05-11 1 ALLISON FRANKLIN P00448640 3362753394 2014 2016-08-17 19:52:53Z FRED SCARBOROUGH 1 CHILDRENS WAY LITTLE ROCK AR 72202 80140865 0 X WWW.ARCHILDRENS.ORG X 1982 AR MAKING FRIENDS AND RAISING FUNDS IN SUPPORT OF ARKANSAS CHILDREN'S HOSPITAL AND RESEARCH INSTITUTE. 34 32 50 511 0 0 24547652 23995368 0 0 12457832 8701632 -70524 297575 36934960 32994575 17551128 24135210 0 0 3585064 3291887 282373 366614 4947990 1941371 2325879 23359936 30119590 13575024 2874985 328306418 327501216 1735279 1673005 326571139 325828211 THE MISSION OF THE ARKANSAS CHILDREN'S HOSPITAL FOUNDATION IS TO MAKE FRIENDS AND RAISE FUNDS IN SUPPORT OF ARKANSAS CHILDREN'S HOSPITAL AND ARKANSAS CHILDREN'S HOSPITAL RESEARCH INSTITUTE. 0 0 24135210 24135210 9192420 ARKANSAS CHILDREN'S HOSPITAL FOUNDATION IS THE FUNDRAISING ARM FOR ARKANSAS CHILDREN'S HOSPITAL AND ITS RELATED INSTITUTIONS, INCLUDING THE ARKANSAS CHILDREN'S HOSPITAL RESEARCH INSTITUTE. THE FOUNDATION'S MISSION IS TO MAKE FRIENDS AND RAISE FUNDS TO SUPPORT ARKANSAS CHILDREN'S HOSPITAL AND THE ARKANSAS CHILDREN'S HOSPITAL RESEARCH INSTITUTE, THUS ENHANCING PATIENT CARE, RESEARCH, EDUCATION AND PREVENTION. 24135210 1 1 0 0 0 0 0 1 0 1 1 0 0 0 0 1 0 1 0 0 0 0 0 1 1 0 0 1 0 1 0 0 0 0 0 0 0 0 1 0 0 0 0 1 0 0 0 1 31 0 1 50 1 0 0 0 0 0 1 1 0 0 0 0 X 34 32 0 0 0 0 1 1 1 1 1 0 1 1 0 1 1 1 1 1 1 1 0 AL AK CA CT FL GA IL KS KY MD MA MI MN MS NH NJ NM NY NC OK OR PA RI SC TN UT VA WA WV WI X GENA WINGFIELD 5013642555 1 CHILDRENS WAY LITTLE ROCK AR 72202 MARCELLA DODERER CHAIRMAN/ACH PRES & CEO 0.50 49.50 X X 0 586706 97823 FRED SCARBOROUGH ACHF PRESIDENT 50.00 0.00 X X 314172 0 51045 MYRNA ADAMS TRUSTEE/DIRECTOR 0.10 0.00 X 0 0 0 PAT ALLEN TRUSTEE/DIRECTOR 0.10 0.00 X 0 0 0 RITTER ARNOLD TRUSTEE/DIRECTOR 0.10 0.00 X 0 0 0 SHARON BALE TRUSTEE/DIRECTOR 0.30 0.90 X 0 0 0 GINGER BLACKMON TRUSTEE/DIRECTOR 0.20 0.40 X 0 0 0 FRANCES BUCHANAN TRUSTEE/DIRECTOR 0.10 0.00 X 0 0 0 JEREMY COBB TRUSTEE/DIRECTOR 0.10 0.00 X 0 0 0 ROBERT G CRESS TRUSTEE/DIRECTOR (PARTIAL YR) 0.10 0.00 X 0 0 0 STEVE DAVISON TRUSTEE/DIRECTOR 0.20 0.00 X 0 0 0 CHUCK ERWIN III TRUSTEE/DIRECTOR 0.20 0.50 X 0 0 0 HAYDEN FRANKS MD TRUSTEE/DIRECTOR 0.10 0.00 X 0 0 0 SHARILYN GASAWAY TRUSTEE/DIRECTOR 0.20 0.70 X 0 0 0 ROBIN GEORGE TRUSTEE/DIRECTOR 0.30 0.00 X 0 0 0 MIKE GIBSON TRUSTEE/DIRECTOR (PARTIAL YR) 0.20 0.00 X 0 0 0 BILL HANNAH TRUSTEE/DIRECTOR (PARTIAL YR) 0.10 0.00 X 0 0 0 ANNE A HICKMAN TRUSTEE/DIRECTOR (PARTIAL YR) 0.00 0.00 X 0 0 0 SONJA YATES HUBBARD TRUSTEE/DIRECTOR 0.10 0.00 X 0 0 0 JASON LAFRANCE TRUSTEE/DIRECTOR 0.30 0.00 X 0 0 0 SHARON LAMB TRUSTEE/DIRECTOR 0.10 0.00 X 0 0 0 MARK LARSEN TRUSTEE/DIRECTOR (PARTIAL YR) 0.10 0.00 X 0 0 0 JIM MCCLELLAND TRUSTEE/DIRECTOR 0.20 0.00 X 0 0 0 BARBARA MOORE TRUSTEE/DIRECTOR 0.20 1.00 X 0 0 0 CINDY MURPHY TRUSTEE/DIRECTOR 0.10 0.00 X 0 0 0 MARSHALL NEY TRUSTEE/DIRECTOR 0.10 0.00 X 0 0 0 ROBERT PORTER MD TRUSTEE/DIRECTOR 0.10 0.10 X 0 0 0 TERRY QUINN TRUSTEE/DIRECTOR 0.10 0.50 X 0 0 0 MARK SAVIERS TRUSTEE/DIRECTOR (PARTIAL YR) 0.10 1.50 X 0 0 0 PATRICK SCHUECK TRUSTEE/DIRECTOR 0.10 1.00 X 0 0 0 BELINDA SHULTS TRUSTEE/DIRECTOR 0.10 0.00 X 0 0 0 JENNIFER SMITH TRUSTEE/DIRECTOR 0.10 0.00 X 0 0 0 CLAUDIA STRANGE TRUSTEE/DIRECTOR (PARTIAL YR) 0.10 0.00 X 0 0 0 STEPHEN L STRANGE TRUSTEE/DIRECTOR (PARTIAL YR) 0.10 0.00 X 0 0 0 CELIA SWANSON TRUSTEE/DIRECTOR 0.10 0.00 X 0 0 0 CHARLES B WHITESIDE III VICE CHAIRMAN 0.40 0.70 X X 0 0 0 TOM WOMACK TRUSTEE/DIRECTOR 0.10 0.00 X 0 0 0 JAKE NABHOLZ TRUSTEE/DIRECTOR (PARTIAL YR) 0.10 0.00 X 0 0 0 KELLIE ROBINSON TRUSTEE/DIRECTOR 0.10 0.00 X 0 0 0 JENNIFER SCHUECK TRUSTEE/DIRECTOR 0.20 0.60 X 0 0 0 KATHY FRIEND ACHF SR. VICE PRESIDENT 40.00 0.00 X 247993 0 17038 JENNIFER CARLISLE ACHF VICE PRESIDENT 50.00 0.00 X 150725 0 14175 JENNIFER SELIG ACHF DEVELOPMENT DIRECTOR 50.00 0.00 X 112187 0 5328 825077 586706 185409 4 0 1 0 LUTHER KING CAPITAL MANAGEMENT 301 COMMERCE ST 1600 FORT WORTH TX 76102 INVESTMENT MANAGEMENT FEES 314083 CI PARTNERS INC 904 MAIN STREET WILMINGTON MA 01887 FUNDRAISING SERVICES 251295 FOUNDATION RESOURCE MANAGEMENT INC 401 W CAPITOL AVE 503 LITTLE ROCK AR 72201 INVESTMENT MANAGEMENT FEES 241893 CHILDREN'S MIRACLE NETWORK 205 WEST 700 SOUTH SALT LAKE CITY UT 84101 FUNDRAISING SERVICES 214526 THE LONDON COMPANY 1800 BAYBERRY COURT SUITE 301 RICHMOND VA 23226 INVESTMENT MANAGEMENT FEES 141670 5 7351 4557613 1205113 18225291 762787 23995368 6564319 6564319 283853 283853 213152 6217 206935 206935 206935 48758661 46621348 2137313 2137313 2137313 325512 4557613 518725 -193213 -193213 32994575 0 0 8999207 24135210 24135210 825491 825491 1971009 1971009 292701 292701 202686 202686 3027 3027 4350 4350 366614 366614 1036390 1036390 85789 85789 55530 55530 626264 626264 72270 72270 5278 5278 117260 117260 26474 26474 97569 97569 30501 30501 DUES AND SUBSCRIPTIONS 55512 55512 MINOR EQUIPMENT 55300 55300 DONOR RELATIONS & RECOG 44025 44025 10340 10340 30119590 24135210 1036390 4947990 2664788 1753975 14782936 15200283 31733 53670 3595957 447969 2811728 3147988 294864690 298463636 17424 26410 13133119 8855254 328306418 327501216 1735279 1673005 1735279 1673005 X 229339462 224496681 57903275 57400948 39328402 43930582 326571139 325828211 328306418 327501216 X 2874985 -3613937 -3976 X 0 1 X 1 0 X 26154853 21586182 22018755 24547652 23995368 118302810 26154853 21586182 22018755 24547652 23995368 118302810 2044380 116258430 5182994 5175906 6315861 6178920 7061324 29915005 148217815 0.78440 0.78730 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED X 0 295555555 4893586 4208219 6316782 298340578 244010979 25611650 31619008 5686082 295555555 200654120 32684072 13901853 3229066 244010979 189980687 14337563 2028546 5692676 200654120 161715286 10101382 23891712 5727693 189980687 0.73630 0.14130 0.12240 0 0 2921500 2921500 282888 163008 119880 230511 217700 12811 161058 67261 93797 3147988 X PART III, LINE 1A: ARTWORK CONTRIBUTED TO ACHF IN FY09 APPRAISED FOR $238,200 AND INCLUDED APPROXIMATELY 1,000 WORKS ON PAPER BY 77 ARTISTS. PART III, LINE 4: ARTWORK, WHICH WAS CONTRIBUTED TO ACHF IN FY09, APPRAISED FOR $238,200 AND INCLUDED APPROXIMATELY 1,000 WORKS ON PAPER BY 77 ARTISTS. THE ARTWORK MAY BE DISPLAYED IN VARIOUS LOCATIONS THROUGHOUT THE HOSPITAL. PART V, LINE 4: EARNINGS FROM ENDOWMENT FUNDS ARE USED TO SUPPORT HOSPITAL PROGRAMS AND RESEARCH. PART X, LINE 2: THE HOSPITAL APPLIES FINANCIAL ACCOUNTING STANDARDS BOARD (FASB) ASC TOPIC 740 (TOPIC 740), ACCOUNTING FOR UNCERTAINTY IN INCOME TAXES. TOPIC 740 CLARIFIES THE ACCOUNTING FOR UNCERTAINTY IN INCOME TAX POSITIONS AND PROVIDES GUIDANCE ON WHEN TAX POSITIONS ARE RECOGNIZED IN AN ENTITY'S FINANCIAL STATEMENTS AND HOW THE VALUES OF THESE POSITIONS ARE DETERMINED. MANAGEMENT HAS ANALYZED THE TAX POSITIONS TAKEN BY THE HOSPITAL AND HAS CONCLUDED THAT AS OF JUNE 30,2015 AND 2014, THERE ARE NO UNCERTAIN POSITIONS TAKEN OR EXPECTED TO BE TAKEN THAT WOULD REQUIRE RECOGNITION OF A LIABILITY (OR ASSET) OR DISCLOSURE IN THE CONSOLIDATED FINANCIAL STATEMENTS. X X X X X X 1 CHILDREN'S MIRACLE NETWORK 205 WEST 700 SOUTH SALT LAKE CITY UT 84101 PAYMENTS FOR FUNDRAISING EXPENSES 1 3903298 216657 3686641 CI PARTNERS DIRECT 4484 MARKET STREET SUITE 302 VENTURA CA 93003 CONTRACTED DONOR CONTACT 0 798202 212318 585884 GATEWAY COMMUNICATIONS INC 16805 NE MASON COURT PORTLAND OR 97230 CONTRACTED DONOR CONTACT 0 165191 79844 85347 CONFLUENT IMPACT COMMUNICATIONS 7300 HUDSON BLVD SUITE 270 ST PAUL MN 55128 CONTRACTED DONOR CONTACT 0 36614 27351 9262 AMERGENT 9 CENTENNIAL DRIVE PEABODY MA 01960 CONTRACTED DONOR CONTACT 0 0 21812 -21812 OLIVIA ANN DAVIDSON CONSULTING 281 BROCK ROAD HUNTSVILLE AL 35741 IN-HOUSE PLANNED GIVING CONSULTING SERVICES 0 0 15545 -15545 LORRAINE DEL PRADO 5630 89TH AVENUE SE MERCER ISLAND WA 98040 PLANNED GIVING CONSULTING ASSESSMENT & TRAINING 0 0 19003 -19003 4903305 592530 4310774 AL AK AZ AR CA CO CT DE FL GA ID IL IN IA KS KY LA ME MD MI MN MS MO MT NE NV NH NJ NM NY NC ND OH OK OR PA RI SC SD TN TX VT VA WA WV WI WY UT GOLF & GALA 720071 488051 232020 656 31651 RADIOTHON 170215 170215 1067 1277 1490 3992839 3899347 93492 44415 439659 4883125 4557613 325512 46138 472587 518725 -193213 SCHEDULE G, PART I, LINE 2B, COLUMN (V) PAYMENTS FOR FUNDRAISING EXPENSES FOR VARIOUS GRASSROOTS FUNDRAISING ACTIVITIES, INCLUDING ICON SALES, COIN COLLECTIONS, MEDIA CAMPAIGNS, TELEVISION MARKET FEES, AND GOLF TOURNAMENTS WHICH ARE HELD AT CHILDREN'S MIRACLE NETWORK HOSPITALS (CMNH) NATIONAL SPONSOR LOCATIONS. INCLUDES EXPENSES RELATED TO ALL CMNH ACTIVITIES, INCLUDING CMNH DISBURSEMENT AND ACHF RUN CMNH ACTIVITIES. SCHEDULE G, PART I, LINE 2B, COLUMN (III): FOR THE MAJORITY OF CONTRIBUTIONS RECEIVED AS A RESULT OF THE EFFORTS OF CMNH, CONFLUENT, CI PARTNERS DIRECT, AND GATEWAY COMMUNICATIONS, ACH FOUNDATION (ACHF) MAINTAINS CUSTODY AND CONTROL OF THE FUNDS. IN FY15, ACH FOUNDATION DID NOT USE CMNH FOR DIRECT MAIL SOLICITATION. REVENUE WAS GENERATED THROUGH ACHF-RUN CMNH ACTIVITIES IN WHICH THE INCOME WAS RECEIVED BY THE FOUNDATION DIRECTLY FROM DONORS, WITH THE EXCEPTION OF THE HISPANIC RADIOTHON AND BILINGUAL FULFILLMENT, FOR WHICH CMNH DID DIRECTLY MANAGE THE FUNDS AND WHICH REPRESENTED A SMALL PORTION OF THE TOTAL CONTRIBUTIONS RAISED WITH CMNH'S SERVICES. SCHEDULE G, PART II, COLUMN C ALL ACH FOUNDATION FUNDRAISING EVENTS HELD DURING THE YEAR WERE REPORTED IN PART II, INCLUDING THOSE WHOSE GROSS RECEIPTS WERE LESS THAN $5,000. 1 ARKANSAS CHILDREN'S HOSPITAL 1 CHILDRENS WAY LITTLE ROCK AR 72202 710236857 501(C)(3) 21275680 0 GENERAL SUPPORT ARKANSAS CHILDREN'S HOSPITAL RESEARCH INSTITUTE 13 CHILDRENS WAY LITTLE ROCK AR 72202 710694931 501(C)(3) 2859530 0 RESEARCH 2 0 SCHEDULE I, PART IV ARKANSAS CHILDREN'S HOSPITAL FOUNDATION DOES NOT ROUTINELY MAKE MONETARY GRANTS TO OTHER UNRELATED ORGANIZATIONS OR TO INDIVIDUALS, AND THEREFORE REFERENCE TO THESE MONITORING PROCEDURES IS NOT APPLICABLE. ASSISTANCE IS PROVIDED PRIMARILY TO RELATED TAX-EXEMPT ORGANIZATIONS IN FURTHERANCE OF THEIR EXEMPT PURPOSES. X X 1 1 X X X X 0 1 0 0 0 0 0 0 0 MARCELLA DODERER CHAIRMAN/ACH PRES & CEO 0 526759 0 59062 0 885 0 87499 0 10324 0 684529 0 0 FRED SCARBOROUGH ACHF PRESIDENT 246772 0 66940 0 460 0 40951 0 10094 0 365217 0 0 0 KATHY FRIEND ACHF SR. VICE PRESIDENT 202518 0 44258 0 1217 0 12166 0 4872 0 265031 0 0 0 JENNIFER CARLISLE ACHF VICE PRESIDENT 122076 0 28551 0 98 0 4814 0 9361 0 164900 0 0 0 PART I, LINE 1A CHARTER TRAVEL IS USED BY ACH AND FOUNDATION BOARD MEMBERS AND STAFF (AND OCCASIONALLY ACCOMPANYING SPOUSES/COMPANIONS) WHEN IT IS DEEMED THE MOST EFFICIENT METHOD OF TRAVEL TO DISTANT AREAS WITHIN THE STATE OR TO SURROUNDING STATES FOR FUNDRAISING AND RELATED EVENTS. SEPARATE (NON-CHARTER) TRAVEL FOR COMPANIONS IS GENERALLY REIMBURSED BY THE EMPLOYEE IF SUCH TRAVEL IS ON AN INDIVIDUAL BASIS; THUS, SUCH TRAVEL IS NOT CONSIDERED TAXABLE COMPENSATION TO THE EMPLOYEE. PART I, LINE 4B ONE ACHF OFFICER AND DIRECTOR IS AN EMPLOYEE OF ARKANSAS CHILDREN'S HOSPITAL (ACH), A RELATED ORGANIZATION. ARKANSAS CHILDREN'S HOSPITAL HAS SUPPLEMENTAL EXECUTIVE RETIREMENT PLANS TO PROVIDE EXECUTIVES WITH RETIREMENT AND DEATH BENEFITS. THE PLANS ARE INTENDED TO CONSTITUTE UNFUNDED PLANS FOR A SELECT GROUP OF MANAGEMENT OR HIGHLY COMPENSATED EMPLOYEES WITHIN THE MEANING OF TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED. THE ORIGINAL SUPPLEMENTAL RETIREMENT PLAN (SERP) WAS FROZEN TO NEW PARTICIPANTS IN FY14. EFFECTIVE 6/30/2014, ACH INITIATED A NEW EXECUTIVE COMPENSATION PLAN, THE "DEFERRED COMPENSATION PLAN" (DCP). THE DCP IS A 457(F) NONQUALIFIED SUPPLEMENTAL RETIREMENT PLAN, PROVIDING ANNUAL CONTRIBUTIONS TO CERTAIN EXECUTIVES AT A PERCENTAGE OF THEIR BASE SALARY IN EFFECT ON JUNE 30 OF THE PLAN YEAR. PER THE PLAN DOCUMENT, EACH DCP CONTRIBUTION FOR A PLAN YEAR AND ITS ASSOCIATED EARNINGS VEST ON THE EARLIER OF: - THE FIRST DAY OF THE PLAN YEAR FOLLOWING THREE YEARS OF SERVICE WHICH BEGINS ON THE FIRST DAY OF THE PLAN YEAR FOR WHICH THE CONTRIBUTION IS CREDITED. - ATTAINMENT OF AGE 65 AND AT LEAST 3 YEARS OF SERVICE AS A DCP PARTICIPANT - DEATH OR PERMANENT DISABILITY - INVOLUNTARY TERMINATION (OTHER THAN FOR CAUSE) - PLAN TERMINATION FOR TAX YEAR 2014 (FISCAL YEAR 2015), THE FOLLOWING ACH REPORTABLE EMPLOYEES WERE ELIGIBLE TO PARTICIPATE IN THE DCP PLAN: - MARCELLA DODERER: ACH PRESIDENT/CEO - FRED SCARBOROUGH: ACHF PRESIDENT X 1 10995 FMV X 62 397411 STOCK MARKET VALUE X 13 4034 COST X 1 10 FMV X AUCTION ITEMS 539 272559 SALE PRICE X EVENT SUPPLIES 11 33287 FMV X COMPUTER H/W & VIDEO GAMES 1 25772 FMV X OTHER SUPPLIES 2 18719 FMV 0 0 1 1 PART I, COLUMN (B): FOR PURPOSES OF THIS SCHEDULE, ARKANSAS CHILDREN'S HOSPITAL FOUNDATION IS REPORTING THE QUANTITIES IN COLUMN B BASED ON THE NUMBER OF CONTRIBUTIONS (BY DONOR), NOT THE NUMBER OF ITEMS CONTRIBUTED, IN ACCORDANCE WITH HISTORICAL RECORD KEEPING PRACTICES. PART I, LINE 32B: WHEN APPLICABLE, REALTORS ARE USED TO SELL DONATED PROPERTIES AND INVESTMENT COMPANIES ARE USED TO LIQUIDATE DONATED SECURITIES. FORM 990, PART VI, SECTION A, LINE 1 DURING THE INTERVALS BETWEEN THE MEETINGS OF THE BOARD OF DIRECTORS, THE EXECUTIVE COMMITTEE POSSESSES AND MAY EXERCISE ALL POWERS AND FUNCTIONS OF THE BOARD OF DIRECTORS IN THE DIRECTION OF THE AFFAIRS OF THE CORPORATION IN ALL CASES WHERE SPECIFIC DIRECTIONS HAVE NOT HAVE BEEN GIVEN BY THE BOARD OF DIRECTORS. IN ADDITION TO EXERCISING THE FOREGOING INTERIM POWERS, THE EXECUTIVE COMMITTEE EXCLUSIVELY EXERCISES THE BOARD'S AUTHORITY, PURSUANT TO A.C.A. SECTION 4-33-825(D), WITH RESPECT TO THE FOLLOWING: (A) TO MANAGE, INVEST, AND REINVEST THE FUNDS AND PROPERTY OF THE CORPORATION, TO SELECT AND EMPLOY BROKERS, INVESTMENT ADVISORS AND FUND MANAGERS, AND TO SUPERVISE THE PERFORMANCE THEREOF, AND GENERALLY TO EXERCISE THE INVESTMENT FUNCTION AND POWERS OF THE BOARD; (B) TO ESTABLISH THE CORPORATION'S ANNUAL BUDGETS, TO MONITOR INCOME AND EXPENSES IN COMPARISON TO BUDGET, TO BORROW FUNDS FOR PURPOSES THAT SEEM IN THE BEST INTEREST OF THE CORPORATION, AND GENERALLY TO EXERCISE THE FINANCE FUNCTION AND POWERS OF THE BOARD; (C) TO PURCHASE REAL OR PERSONAL PROPERTY ON THE CREDIT OF THE CORPORATION, AND IN CONNECTION WITH SUCH PURCHASE, OR IN CONNECTION WITH OTHER BORROWINGS OF THE CORPORATION, TO AUTHORIZE THE CORPORATION'S OFFICERS TO EXECUTE AND DELIVER PROMISSORY NOTES OR OTHER EVIDENCES OF INDEBTEDNESS OF THE CORPORATION, AND TO MORTGAGE OR PLEDGE CORPORATE PROPERTY TO SECURE PAYMENT OF SUCH INDEBTEDNESS, AND TO REPAY SUCH INDEBTEDNESS; AND, (D) TO APPLY THE UNRESTRICTED FUNDS OF THE CORPORATION TO OR FOR THE BENEFIT OF ARKANSAS CHILDREN'S HOSPITAL AND ARKANSAS CHILDREN'S HOSPITAL RESEARCH INSTITUTE, INC., AND TO MAKE ALL RELATED DETERMINATIONS SUBJECT TO THE APPROVAL OF THE ACH BOARD. THE EXECUTIVE COMMITTEE IS COMPRISED OF THE FOLLOWING: THE CHIEF EXECUTIVE OFFICER OF ACH, WHO IS ALSO THE CHAIRMAN OF THE FOUNDATION BOARD OF DIRECTORS; SIX (6) MEMBERS OF THE ACH BOARD; ONE (1) MEMBER OF THE ARKANSAS CHILDREN'S HOSPITAL RESEARCH INSTITUTE BOARD; AND THREE AT LARGE DIRECTORS WHO ARE NOMINATED BY THE EXECUTIVE COMMITTEE OF THE FOUNDATION AND WHO ARE ELECTED TO THE EXECUTIVE COMMITTEE BY THE ACH BOARD. FORM 990, PART VI, SECTION A, LINE 6 THE FOUNDATION'S SOLE MEMBER IS ARKANSAS CHILDREN'S HOSPITAL (ACH). FORM 990, PART VI, SECTION A, LINE 7A ARKANSAS CHILDREN'S HOSPITAL (THE MEMBER) HAS THE RIGHT TO ELECT ALL DIRECTORS OF THE FOUNDATION AND HAS THE RIGHT TO REMOVE AND REPLACE ANY AND ALL DIRECTORS OF THE FOUNDATION WITH OR WITHOUT CAUSE WHENEVER, IN ITS BEST JUDGMENT, THE BEST INTERESTS OF THE CORPORATION WILL BE SERVED. FORM 990, PART VI, SECTION A, LINE 7B ARKANSAS CHILDREN'S HOSPITAL (ACH) MUST APPROVE ANY AMENDMENTS TO THE FOUNDATION'S ARTICLES OF INCORPORATION AND BYLAWS. ALL RIGHTS OF THE MEMBER WITH RESPECT TO THE FOUNDATION ARE EXERCISED THROUGH THE BOARD OF DIRECTORS OF ACH. FORM 990, PART VI, SECTION B, LINE 11 THE DRAFT FORM 990, WHICH IS RECONCILED TO THE FOUNDATION'S INTERNAL FINANCIAL STATEMENTS AND THE ARKANSAS CHILDREN'S HOSPITAL CONSOLIDATED AUDIT REPORT, IS INITIALLY REVIEWED IN DETAIL WITH THE FOUNDATION'S PRESIDENT AND VICE PRESIDENT. THE DRAFT IS ALSO REVIEWED IN DETAIL WITH BOTH THE SVP/CFO AND VP OF FINANCIAL OPERATIONS OF ARKANSAS CHILDREN'S HOSPITAL. IF THE REVIEW BY THE FOUNDATION'S MANAGEMENT RESULTS IN REVISIONS TO THE DRAFT FORM 990, THOSE REVISIONS ARE MADE, AND THE FORM 990 TO BE FILED, LESS DONORS' NAMES AND ADDRESSES ON SCHEDULE B, IS PROVIDED TO THE FOUNDATION BOARD'S EXECUTIVE COMMITTEE PRIOR TO THE RETURN BEING FILED. IN ADDITION, THE FORM 990, LESS DONORS' NAMES AND ADDRESSES ON SCHEDULE B, IS PROVIDED TO BOTH THE CHAIRMAN OF THE BOARD AND THE TREASURER OF ARKANSAS CHILDREN'S HOSPITAL AND IS MADE AVAILABLE TO THE FULL FOUNDATION BOARD PRIOR TO FILING. FORM 990, PART VI, SECTION B, LINE 12C THE FOUNDATION BOARD IS GOVERNED BY THE ARKANSAS CHILDREN'S HOSPITAL'S BOARD OF DIRECTORS CONFLICT OF INTEREST POLICY. ANNUAL DISCLOSURE OF CONFLICTS IS REQUIRED OF ALL BOARD MEMBERS. THE ANNUAL DISCLOSURES ARE REVIEWED BY THE FOUNDATION'S PRESIDENT AND BY THE FOUNDATION BOARD'S CHAIRMAN. DISCLOSURES ARE ALSO RECEIVED BY BOTH THE SVP/CFO AND VP OF FINANCIAL OPERATIONS OF ARKANSAS CHILDREN'S HOSPITAL FOR REPORTING PURPOSES. DURING THE YEAR, WHILE BOARD MEMBERS MAY PARTICIPATE IN INITIAL DISCUSSION, BOARD MEMBERS WHO HAVE A CONFLICT ARE PROHIBITED FROM PARTICIPATING IN DELIBERATIONS AND DECISIONS IN THE RELATED TRANSACTION AND ABSTAIN FROM VOTING, WHICH IS NOTED IN THE MINUTES. FORM 990, PART VI, SECTION B, LINE 15 COMPENSATION FOR THE FOUNDATION'S PRESIDENT AND SENIOR VICE PRESIDENT IS REVIEWED BY THE ARKANSAS CHILDREN'S HOSPITAL BOARD COMPENSATION COMMITTEE WHICH IS ESTABLISHED THROUGH THE BYLAWS OF ARKANSAS CHILDREN'S HOSPITAL TO DISCHARGE THE DUTY OF THE BOARD IN FULFILLING ITS OVERSIGHT RESPONSIBILITIES FOR DETERMINING THE ADEQUACY AND REASONABLENESS OF THE COMPENSATION PAID THE CEO AND OTHER EMPLOYEES THAT THE COMMITTEE BELIEVES ARE IN A POSITION TO EXERCISE A SUBSTANTIAL INFLUENCE OVER THE AFFAIRS OF THE HOSPITAL AND ITS RELATED ORGANIZATIONS. THE COMMITTEE IS COMPOSED OF MEMBERS WHO PERSONALLY RECEIVE NO COMPENSATION, FEES, OR OTHER BENEFITS FROM THE HOSPITAL OR RELATED ORGANIZATIONS. THE COMMITTEE MAY RELY UPON REASONED WRITTEN OPINIONS OF QUALIFIED LEGAL, ACCOUNTING, VALUATION AND EXECUTIVE COMPENSATION EXPERTS. THE COMMITTEE HAS THE SOLE AUTHORITY TO RETAIN AND TERMINATE ANY SPECIAL ADVISORS USED TO ASSIST IN THE EVALUATION OF COMPENSATION. THE COMMITTEE CONTEMPORANEOUSLY, WITH MAKING ITS DETERMINATION OF REASONABLENESS WITH RESPECT TO THE COMPENSATION OF DISQUALIFIED PERSONS, DOCUMENTS IN A WRITTEN REPORT TO THE EXECUTIVE COMMITTEE AND THE BOARD, THE BASIS FOR ITS DECISIONS. SALARY RANGES FOR THE NOTED POSITIONS WERE REVIEWED IN DETAIL WITH EXTERNAL COMPENSATION CONSULTANTS IN A PRIOR YEAR. FORM 990, PART VI, SECTION C, LINE 18 THE FOUNDATION'S 990 AND 990-T ARE AVAILABLE TO THE PUBLIC UPON REQUEST. FORM 990, PART VI, SECTION C, LINE 19 THE FOUNDATION'S GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY AND FINANCIAL STATEMENTS ARE AVAILABLE TO THE PUBLIC UPON REQUEST AS REQUIRED. FORM 990, PART XI, LINE 9: TRANSFER OF NET ASSETS TO ANNUITY RESERVE -3,976. ARKANSAS CHILDREN'S HOSPITAL 1 CHILDRENS WAY LITTLE ROCK AR 72202 710236857 HOSPITAL AR 501(C)(3) LINE 3 N/A 0 ARKANSAS CHILDREN'S HOSPITAL RESEARCH INSTITUTE 13 CHILDRENS WAY LITTLE ROCK AR 72202 710694931 RESEARCH AR 501(C)(3) LINE 11A, I ARKANSAS CHILDREN'S HOSPITAL 0 ARKANSAS CHILDREN'S HOSPITAL BUILDING RESEARCH FACILITY INC 1 CHILDRENS WAY LITTLE ROCK AR 72202 911940376 BUILDING MANAGEMENT AR 501(C)(3) LINE 11A, I ARKANSAS CHILDREN'S HOSPITAL 0 ARKANSAS CHILDREN'S HOSPITAL AUXILIARY 1 CHILDRENS WAY LITTLE ROCK AR 72202 710606585 FUNDRAISING AR 501(C)(3) LINE 11A, I ARKANSAS CHILDREN'S HOSPITAL 0 CHILDREN'S HEALTHCARE SYSTEM INC 1 CHILDRENS WAY LITTLE ROCK AR 72202 586304957 MANAGEMENT SERVICES AR N/A C 0 0 1 1 1 0 0 0 0 0 0 0 1 0 1 1 1 0 1 1