2013-11-07T16:55:19-06:00 2012-12-31 ERNST & YOUNG US LLP TWO NORTH CENTRAL AVENUE STE 2300 PHOENIX AZ 85004 990 2012-01-01 204862361 BANNER ALZHEIMER'S FOUNDATION % PAUL NOLDE-MORRISSEY BANN 6027474483 1441 NORTH 12TH STREET Suite PHOENIX AZ 85006 ANDREA KRAMER PETERSEN 2013-11-07 6023223000 2012 2016-02-24 21:20:13Z ANDREA KRAMER PETERSEN 1441 NORTH 12TH STREET PHOENIX AZ 85006 5246528 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). 16 16 0 160 0 0 9714963 4985691 0 0 103281 134074 -29145 6298 9789099 5126063 2746063 2936379 0 0 0 0 0 0 0 1091 0 2747154 2936379 7041945 2189684 12966441 15301795 402286 382543 12564155 14919252 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 2936379 2936379 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 SUPPORTING THE OPERATIONS AND ACTIVITIES OF THE BANNER ALZHEIMER'S INSTITUTE, A DIVISION OF BANNER HEALTH. 2936379 true true false false false false false false false false false false false true true false false true false false false false false false true false false true false true false false false false false false false false true false false false false true true true false false true 5 0 true 0 false false false false false true true false false false false X 16 16 true false true false true true true true true false false false true true true true true false false false AZ X PAUL NOLDE-MORRISSEY 6027474000 1441 NORTH 12TH STREET PHOENIX AZ 85006 JERRE STEAD 6.0 X X 0 0 0 HEIDI BERKLEY PARTIAL YEAR 4.0 X 0 0 0 JEFFREY BERKLEY PARTIAL YEAR 4.0 X 0 0 0 PATRICIA ENGELS 4.0 X X 0 0 0 RICK FEDERICO PARTIAL YEAR 4.0 X 0 0 0 STEVE HILTON 4.0 X 0 0 0 SUZANNE HILTON 4.0 X 0 0 0 NEAL KURN 4.0 X X 0 0 0 JULIE LAVIDGE 4.0 X 0 0 0 MARK SKLAR 4.0 4.0 X 0 36000 0 PEGGY FEDERICO PARTIAL YEAR 4.0 X 0 0 0 GENE D'ADAMO 4.0 X 0 0 0 BOB ROTH 4.0 X 0 0 0 MARTIN SHULTZ 4.0 4.0 X 0 36000 0 ROBIN MILNE 4.0 X 0 0 0 RICHARD MILNE 4.0 X 0 0 0 DAVID WILSHIN 4.0 X 0 0 0 KATHY HANCOCK 4.0 X 0 0 0 MERICK KIRSHNER MD 4.0 X 0 0 0 HEIDI TEETS 4.0 X 0 0 0 ANDREA KRAMER PETERSEN 4.0 36.0 X 0 300370 31472 HAZEL RICHARDS 36.0 4.0 X 0 148015 26657 0 520385 58129 0 false true false NONE 0 160392 4825299 42611 4985691 0 85471 85471 0 0 0 0 0 48603 48603 48603 48603 126763 160392 120465 6298 6298 0 0 0 5126063 0 140372 2936379 2936379 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 0 2936379 2936379 0 0 0 0 312079 312549 9192127 9511147 0 0 0 0 0 0 0 0 46938 0 0 0 0 2751812 4365629 0 0 0 0 0 0 663485 1112470 12966441 15301795 0 1500 0 0 0 0 0 0 0 0 0 0 0 0 0 0 402286 381043 402286 382543 X 0 0 12564155 14919252 0 0 12564155 14919252 12966441 15301795 2189684 165413 X false true X true false X 3408972 972630 2068560 9714963 4985691 21150816 0 0 3408972 972630 2068560 9714963 4985691 21150816 9443657 11707159 26405 55765 60274 56008 85471 283923 0 0 0 0 0 0 0 21434739 0 0.54618 0.53987 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED DUE FROM BANNER HEALTH FDN 1112470 1112470 0 DUE TO BANNER HEALTH 381043 381043 NIGHT TO REMEM 287155 160392 126763 0 42611 0 34771 5000 38083 0 287155 160392 126763 0 42611 0 34771 5000 38083 120465 6298 true BANNER HEALTH 1441 NORTH 12TH STREET PHOENIX AZ 85006 450233470 501(C)(3) 2936379 GENERAL SUPPORT 1 DESCRIPTION OF ORGANIZATION'S PROCEDURES FOR MONITORING THE USE OF GRANTS 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. false false false false false false false true false ANDREA KRAMER PETERSEN 0 232449 0 51295 0 16626 0 7474 0 23998 0 331842 0 0 HAZEL RICHARDS 0 116448 0 31081 0 486 0 4834 0 21823 0 174672 0 0 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. SUPPLEMENTAL INFORMATION - INCENTIVE PLAN - NONFIXED 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 PARTICIPANTS 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 1 850 OPINIONS OF EXPERTS X 3844 COST/SELLING PRICE X 5 2630 OPINIONS OF EXPERTS X ENTERTAINMENT GIFT PACK 27 20294 COST/SELLING PRICE X VACATION PACKAGES 3 9803 COST/SELLING PRICE X PROFESSIONAL SERVICES 7 3055 COST/SELLING PRICE X JEWELRY, GIFT CARDS, ETC. 13 2135 COST/SELLING PRICE 0 false true false EXPLANATION OF VOLUNTEER HOURS AND SERVICES FORM 990, PART I, LINE 6 APPROXIMATELY 160 DEDICATED VOLUNTEERS HELP ADVANCE THE WORK OF BANNER ALZHEIMER'S FOUNDATION EACH YEAR. THESE INDIVIDUALS EMBODY OUR BELIEF THAT THE HEALTH AND WELL-BEING OF OUR COMMUNITY IS A SHARED RESPONSIBILITY. BANNER ALZHEIMER'S FOUNDATION VOLUNTEERS INCLUDE PEOPLE OF ALL AGES, BACKGROUNDS AND SKILL SETS, WHO TRULY REPRESENT THE DIVERSITY OF THE COMMUNITY WE SERVE. WHETHER WORKING BEHIND THE SCENES OR FRONT AND CENTER, BANNER ALZHEIMER'S FOUNDATION VOLUNTEERS ARE COMMITTED TO HELPING OTHERS. INDIVIDUALS DONATE THEIR TIME AND TALENTS TO MAKE A DIFFERENCE BY SERVING AS MEMBERS OF THE BOARD OF DIRECTORS, MEMBERS OF VARIOUS OTHER BOARDS, CAMPAIGN CABINETS, ADVISORY COUNCILS, EVENT PLANNING COMMITTEES AND MORE. RESPONSIBILITIES INCLUDE, BUT ARE NOT LIMITED TO, OPERATIONAL OVERSIGHT, DONOR CULTIVATION, RELATIONSHIP BUILDING, EVENT PLANNING, AND PUBLIC SPEAKING. BANNER ALZHEIMER'S FOUNDATION VOLUNTEERS ASSIST IN A VARIETY OF CAPACITIES AND ARE CRITICAL TO OUR SUCCESS. FAMILY AND BUSINESS RELATIONSHIPS FORM 990 PART VI, LINE 2 HEIDI BERKLEY AND JEFFREY BERKLEY HAVE A FAMILY RELATIONSHIP. STEVE HILTON AND SUZANNE HILTON HAVE A FAMILY RELATIONSHIP. PEGGY FEDERICO AND RICK FEDERICO HAVE A FAMILY RELATIONSHIP. RICHARD MILNE AND ROBIN MILNE HAVE A FAMILY RELATIONSHIP. DESCRIPTION OF SIGNIFICANT CHANGES TO ORGANIZING OR ENABLING DOCUMENT FORM 990, PART VI, LINE 4 ON MAY 21, 2012 THE BOARD OF DIRECTORS ADOPTED A CHANGE TO ARTICLE III, SECTION D OF THE ARTICLES OF INCORPORATION. SECTION D WAS DELETED IN ITS ENTIRETY AND REPLACED WITH: IT IS INTENDED THAT THE CORPORATION SHALL HAVE THE STATUS OF A CORPORATION THAT IS EXEMPT FROM FEDERAL INCOME TAXATION UNDER SECTION 501(A) OF THE CODE AS AN ORGANIZATION DESCRIBED IN SECTION 501(C)(3) OF THE CODE, AND WHICH IS OTHER THAN A "PRIVATE FOUNDATION" BY REASON OF BEING DESCRIBED BY SECTION 509(A)(1) OF THE CODE. THESE ARTICLES SHALL BE CONSTRUED ACCORDINGLY, AND ALL POWERS AND ACTIVITIES OF THE CORPORATION SHALL BE LIMITED ACCORDINGLY. THE CORPORATION'S BYLAWS WERE ALSO AMENDED TO REFLECT THE CHANGE IN THE CORPORATION'S ARTICLES OF INCORPORATION. ARTICLE IX, SECTION 1, WAS AMENDED TO REFLECT THE CHANGE IN THE APPLICABLE CODE SECTION FROM 509(A)(3) TO 509(A)(1). ARTICLE IX, SECTION 1 LIMITS THE ACTIVITIES OF ORGANIZATION TO ONLY THOSE ALLOWED UNDER CODE SECTIONS 501(C)(3) AND 509(A)(1). MEMBERS OR STOCKHOLDERS 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. DESCRIPTION OF CLASSES OF MEMBERS AND THE NATURE OF THEIR RIGHTS 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. PROCESS USED BY MANAGEMENT/GOVERNING BODY TO REVIEW THE 990 FORM 990, PART VI, LINE 11 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. PROCESS USED TO MAINTAIN AND ENFORCE THE CONFLICT OF INTEREST POLICY 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. PROCESS USED TO DETERMINE COMPENSATION OF CEO, OTHER OFFICERS & KEY EMP. 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 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 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 CEO AND RECOMMENDS TO THE BOARD APPROPRIATE COMPENSATION FOR THE 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 BANNER ALZHEIMER'S FOUNDATION OFFICERS; REVIEWS AND APPROVES THE DESIGN OF THE COMPONENTS OF COMPENSATION FOR SENIOR EXECUTIVES AND ANY OTHER DISQUALIFIED PERSONS, INCLUDING BANNER ALZHEIMER'S FOUNDATION OFFICERS; AND MONITORS COMPLIANCE OF BANNER HEALTH WITH THE PHILOSOPHY AND DESIGN COMPONENTS OF EXECUTIVE COMPENSATION; RECEIVES THE 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 APPOINTMENT, ESTABLISHMENT OF COMPENSATION 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 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: RECEIVES THE REPORT OF THE VICE PRESIDENT, TOTAL COMPENSATION, REGARDING ALL MATERIAL INCENTIVE PLANS, BENEFIT PLANS AND PROGRAMS THAT APPLY TO EMPLOYEES AND PHYSICIANS GENERALLY; APPROVES THE 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 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; AND 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 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 AND THE 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 CEO'S COMPENSATION FOR OTHER KEY EMPLOYEES AND OFFICER COMPENSATION. AVAILABILITY OF GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY AND FINANCIAL STATEMENTS TO THE GENERAL PUBLIC 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. DELEGATION OF BROAD AUTHORITY 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. BANNER HEALTH 1441 N 12TH STREET PHOENIX AZ 85006 450233470 HOSPITAL AZ 501(C)(3) 3 NA false BANNER HEALTH FOUNDATION 1441 N 12TH STREET PHOENIX AZ 85006 942545356 SUPPORT AZ 501(C)(3) 7 BANNER HLTH true GOOD SAMARITAN COMMUNITY FOUNDATION 1441 N 12TH STREET PHOENIX AZ 85006 866306490 SUPPORT AZ 501(C)(3) 509(a)(3)I BANNER HLTH true BANNER RESEARCH INSTITUTE 13950 W MEEKER BLVD SUN CITY WEST AZ 85375 860768795 MEDICAL RES. AZ 501(C)(3) 4 BANNER HLTH true BANNER MEDICAL GROUP 1441 N 12TH STREET PHOENIX AZ 85006 900532830 MEDICAL SVS AZ 501(C)(3) 3 BANNER HLTH true BANNER MEDICAL GROUP COLORADO 1441 N 12TH STREET PHOENIX AZ 85006 900532831 MEDICAL SVS CO 501(C)(3) 3 BANNER HLTH true ALZHEIMER RESEARCH FORUM FOUNDATION 11 KEEWAYDIN DRIVE STE 100 SALEM NH 03079 043382717 SUPPORT DE 501(C)(3) PF BANNER HLTH true PARTNERS IN INTEGRATED HEALTH LLC 1441 N 12TH ST PHOENIX AZ 85006 611700965 HEALTHCARE MGT AZ NA N/A BANNER ARIZONA MEDICAL CLINIC LTD 13760 N 93RD AVENUE PEORIA AZ 85381 860277198 MEDICAL SERVICES AZ NA C-CORP true BANNER PLAN ADMINISTRATION INC 525 W BROWN RD 7TH FLOOR MESA AZ 85201 860800246 3RD PARTY ADM AZ NA C-CORP true BIG THOMPSON MEDICAL GROUP INC 1627 E 18TH ST LOVELAND CO 80538 841287602 MEDICAL SERVICES CO NA C-CORP true MEDISUN INC (FKA BANNER MEDISUN INC) 1441 N 12TH ST PHOENIX AZ 85006 860522728 PSO-INSURANCE AZ NA C-CORP true BANNER HEALTH TANANA VALLEY MEDICAL-SUR 1001 NOBLE STREET FAIRBANKS AK 99701 920049930 MEDICAL SERVICES AK NA C-CORP true BANNER INDEMNITY LTD (FKA SIFL) PO BOX 1085 GT WEST BAY ROAD CAYMAN ISLANDS CJ 450233470 INVESTMENTS CJ NA FOREIGN CORP. true BANNER HEALTH NETWORK 1441 N 12TH ST PHOENIX AZ 85006 900750689 ACCOUNTABLE CARE AZ NA C-CORP true false true false true true false false false false false false false false true true false false false false BANNER HEALTH FOUNDATION N, O 601245 ACTUAL COST BANNER HEALTH FOUNDATION D 912469 ACCT BALANCE