POLICY STATEMENT

Intermountain Health Care, Inc. ("Intermountain") policy prohibits an Intermountain Trustee, an Intermountain Officer, or a member of an Intermountain Board Committee (hereafter "Fiduciary") from using his or her position, or any knowledge gained in that position, in a way that creates a Conflict of Interest, or a potential Conflict of Interest, between Intermountain's and the Fiduciary's interests. Intermountain may remove a Fiduciary from the Fiduciary's position for violating this policy.

Intermountain is a Utah nonprofit corporation that relies on public trust and confidence. Each Fiduciary has a legal and ethical duty to Intermountain to exercise the utmost good faith in every Intermountain activity. That legal and ethical duty prohibits a Fiduciary from using a position of trust with Intermountain, or knowledge gained from that position, for any direct or indirect personal benefit.

In addition to promoting public trust and confidence, this policy protects Intermountain's tax-exempt status and other interests. For example, this policy governs Intermountain and Fiduciaries when contemplating a transaction that might personally benefit a Fiduciary or that might result in an excess benefit transaction, as defined by IRS regulations.

This policy supplements but does not replace applicable federal, state, or local laws governing Conflicts of Interest with nonprofit or charitable organizations.

SCOPE

This policy applies to every Intermountain organization and to every Fiduciary of an Intermountain organization, without exception. Intermountain's organizations include the following:

  • Intermountain Health Care, Inc.
  • IHC Health Services, Inc. (including Fiduciaries of Community Boards and of the IHC Home Care Board)
  • IHC Management, Inc.
  • SelectHealth, Inc.
  • Intermountain Healthcare Foundation, Inc.
  • IHC Professional Services, Inc.
  • Intellectual Asset Management, LLC
  • SelectHealth Benefit Assurance Company, Inc.
  • Healthcare Captive Insurance Company
  • IHC Affiliated Services, Inc.

DEFINITIONS

"Fiduciary" means an Intermountain Trustee, an Intermountain Officer, or a member of a Board Committee of an Intermountain organization.

"Conflict of Interest" means a situation in which an Fiduciary's financial, professional, or other personal considerations may directly or indirectly affect, or appear to affect, the Fiduciary's professional judgment in exercising any Intermountain duty or responsibility. A Conflict of Interest may be actual, apparent, or potential.

"Intermountain" means any of the Intermountain organizations specified above.

"Family Member" means a Fiduciary's relative that is one of the following:

(1) related by blood or marriage as father, mother, husband, wife, son (whether natural or adopted), daughter (whether natural or adopted), or any other direct lineal ancestor or descendant; or

(2) a sister (whether whole or half-blood), brother (whether whole or half-blood), uncle, aunt, nephew, niece, first cousin, mother-in-law, father- in-law, brother-in-law, sister-in-law, son-in-law, or daughter-in-law.

PROVISIONS

1. Disclosure. Each Fiduciary must disclose to Intermountain any interest or situation that conflicts, may conflict, or appears to conflict with, Intermountain's interests. For example, a Fiduciary must disclose an interest or situation involving the Fiduciary's outside financial or commercial interest, including any interest in an outside enterprise that solicits business from, does business with, or competes against Intermountain.

2. Conflict of Interest. Under this policy, potential Conflicts of Interest include, but are not limited to, the following:
     a. a Fiduciary's interest in a trust, estate, company, or other enterprise;
     b. an arrangement between Intermountain and a Fiduciary or a company in which a Fiduciary has an interest that involves compensation, a transfer of property, or a right to use property;
     c. an interest of a Family Member in a trust, estate, company, or other enterprise; and
     d. any other interest of a Family Member.

3. Questionnaire. At least once each year, every Fiduciary will complete an "Intermountain Healthcare Conflict of Interest/Independence Questionnaire."
     a. A Fiduciary will update his or her most recently completed questionnaire each time the Fiduciary becomes aware of a financial interest, a potential conflict, or a change to any information that the Fiduciary previously reported.
     b. Intermountain will distribute questionnaires at Board meetings or, upon request, from the office of Intermountain's Vice President of Business Ethics and Compliance.
     c. A Fiduciary's complete disclosure of all relevant information on the questionnaire is critical. Intermountain will rely on a Fiduciary's information in fulfilling its corporate duty to make reasonable efforts to obtain the necessary information to determine a Fiduciary's independence and potential Conflicts of Interest.
     d. Intermountain will evaluate each Fiduciary's answers to the questionnaire and report to the Chair of the Audit Committee of the appropriate Intermountain organization - as required by IRS regulations - any actual or potential Conflicts of Interest disclosed by the Fiduciary.

4. When an Intermountain Board, or a Board committee, considers a Fiduciary's potential Conflict of Interest, that Fiduciary must not participate in the discussion and must withdraw from the meeting during that discussion and during the vote on the potential Conflict of Interest. The Fiduciary may attend the meeting to answer questions at the Board's or the Board Committee's request.

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