2020-08-17T09:09:30-05:00 2019-09-30 861065772 DELOITTE TAX LLP 201 N FRANKLIN STREET SUITE 3600 TAMPA FL 336025818 990 2018-10-01 592447553 BETHESDA HEALTH INC BETH 5617377733 2815 S SEACREST BLVD BOYNTON BEACH FL 33435 JANETTE SANCHEZ CORPORATE VP OF FINANCE 5617377733 2020-08-11 1 STEVEN ROVNER P00648526 8132738355 173.66.2.133 2020-08-15 08:47:39 ED P 829CFAD61BE1472F5C9783C6C5344F7F92BC6B75 2A209ADF6288EF4A8C29F7770523BFC7EA556A53 2018 2020-09-23 17:36:50Z ROGER KIRK 2815 S SEACREST BLVD BOYNTON BEACH FL 33435 28385415 0 X WWW.BETHESDAWEB.COM X 1984 FL BETHESDA HEALTH'S MISSION IS TO OWN AND MANAGE ACTIVITIES DESIGNED DIRECTLY OR INDIRECTLY TO SUPPORT AND FURTHER THE PUBLIC HEALTH, MEDICAL, AND SOCIAL PURPOSES OF ITS AREA OF INFLUENCE. 8 7 180 0 0 0 862 0 16553577 20502275 25730654 -131454 4069801 2928192 46354894 23299013 51712 29302 0 0 12718860 18112165 0 0 0 29122736 21628288 41893308 39769755 4461586 -16470742 284390525 59376454 229209123 215389952 55181402 -156013498 X SEE SCHEDULE O 0 0 32358135 29302 20749155 BETHESDA HEALTH MANAGES ACTIVITIES DESIGNED TO SUPPORT AND FURTHER THE PUBLIC HEALTH, MEDICAL AND SOCIAL PURPOSES OF ITS COMMUNITY BY PROVIDING MANAGEMENT SERVICES TO BETHESDA HOSPITAL AND AFFILIATED ORGANIZATIONS. 32358135 1 0 0 0 0 0 0 0 0 0 1 0 0 1 1 1 0 1 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 1 1 1 1 0 0 1 42 0 1 180 1 0 0 0 0 0 0 0 0 0 0 0 0 X 8 7 0 0 0 0 0 0 0 1 1 0 0 1 1 1 1 1 1 0 0 1 0 X KEITH NILSSON 5617377733 2815 S SEACREST BLVD BOYNTON BEACH FL 33435 I JEFFREY PHETERSON ESQ CHAIRMAN 2.00 2.00 X X 0 0 0 THOMAS A SMITH VICE-CHAIRMAN 2.00 2.00 X X 0 0 0 MARIE BEDNER SECRETARY 2.00 4.00 X X 0 0 0 STORMET C NOREM MEMBER 2.00 4.00 X 0 0 0 FRED B DEVITT JR ESQ MEMBER-AT-LARGE 2.00 2.00 X 0 0 0 GREGORY L WEEKES MEMBER 2.00 2.00 X 0 0 0 STEVEN LITINSKY MD MBA MEMBER 2.00 4.00 X 0 0 0 GEORGE T ELMORE MEMBER 2.00 4.00 X 0 0 0 JAMES CARR MEMBER, END 7/1/2019 2.00 2.00 X 0 0 0 JOANNE AQUILINA VP OF FINANCE 40.00 8.00 X 337703 0 47566 ROGER L KIRK CEO 40.00 14.00 X 1108118 0 57814 DAVID COLAIUTA EXEC DIR OF PHYSICIAN PRACTICE 40.00 0.00 X 148833 0 28736 KIMBERLY SHAPIRO AVP/ASSOCIATE GENERAL COUNSEL 40.00 0.00 X 242866 0 40432 LESLIE ALBRIGHT VP OF INFORMATION SERVICES 40.00 0.00 X 245716 0 46715 REGINA BELLUCY VP OF HUMAN RESOURCES 40.00 0.00 X 210278 0 50719 SHAWN FRANKLIN EXEC DIR INTEGRATED NETWORK 40.00 0.00 X 280595 0 17825 ROBERT BROADWAY FORMER VP CORP STRATEGY 0.00 0.00 X 214820 0 50354 2788929 0 340161 9 1 1 0 BERKELEY RESEARCH GROUP LLC 220 POWELL STREET SUITE 1200 EMERYVILLE CA 94608 CONSULTING 329258 MEDIA COUNSELORS 770 NORTH KENDALL DRIVE SUITE 801 MIAMI FL 33156 ADVERTISEMENT 218715 2 AFFILIATE MGMT FEES 561000 20502275 20502275 20502275 5444 5444 5295089 3016597 2278492 2278492 2278492 1932907 2069805 -136898 -136898 -136898 ANSWERING SERVICES 561000 402820 402820 REBATES 900099 150084 150084 PRINT SERVICES 900099 96796 96796 649700 23299013 20749155 0 2549858 29302 29302 1191607 1191607 11554300 10196726 1357574 3712438 2969950 742488 750132 600106 150026 903688 722950 180738 11029147 7720403 3308744 2047 2047 48775 48775 50355 34734 15621 382840 382840 940710 752568 188142 314889 283400 31489 1472251 1325026 147225 17057 13646 3411 6983875 6983875 54055 43244 10811 300 300 MEDICAL SUPPLIES 168877 168877 EMPLOYEE RECOGNITION 145959 116767 29192 RECRUITMENT 17151 13721 3430 39769755 32358135 7411620 0 100 2252322 153880 127175 0 1764 712568 463896 41680548 731441 41117911 40949107 23466297 0 218939769 15582190 284390525 59376454 6477553 7294760 20004929 18517166 191969304 186866801 10757337 2711225 229209123 215389952 X 55181402 -156013498 55181402 -156013498 284390525 59376454 X -16470742 -194724158 X 0 1 X 1 0 X X X 4 BETHESDA HOSPITAL INC 592447554 3 1 0 17161608 BETHESDA HEALTH COMPREHENSIVE IMAGING SERVICES 592771779 10 1 0 0 BETHESDA HOSPITAL FOUNDATION INC 596137805 7 1 0 0 BETHESDA HEALTH OUTPATIENT SERVICES INC 650561263 10 1 0 0 4 0 17161608 1 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 1 1 X 1 1 SCHEDULE A, PART IV, SECTION A, LINE 6: BETHESDA HEALTH, INC. PROVIDES NON-MATERIAL GRANTS TO ORGANIZATIONS THAT HAVE A SIMILAR MISSION IN PROVIDING COMMUNITY BENEFIT AND IMPROVING THE HEALTH STATUS OF THE COMMUNITY. SCHEDULE A, PART IV, SECTION D, LINE 3: A MAJORITY OF THE OFFICERS AND DIRECTORS OF BETHESDA HEALTH, INC. SERVE AS OFFICERS AND DIRECTORS OF ITS SUPPORTED ORGANIZATION AND THEREFORE THE SUPPORTED ORGANIZATION HAS A SIGNIFICANT VOICE IN BETHESDA HEALTH, INC'S INVESTMENT POLICIES AND USE OF THE ORGANIZATIONS INCOME AND ASSETS. SCHEDULE A, PART IV, SECTION E, LINE 3A: BETHESDA HEALTH INC. IS THE SOLE CORPORATE MEMBER OF THE SUPPORTED ORGANIZATION, AND, AS SUCH, HAS THE RIGHT TO ELECT, OR, APPROVE CANDIDATES PROPOSED TO BE ELECTED TO, THE RESPECTIVE GOVERNING BOARD OF THE SUPPORTED ORGANIZATION. SCHEDULE A, PART IV, SECTION E, LINE 3B: BETHESDA HEALTH, INC. IS THE SOLE CORPORATE MEMBER OF THE SUPPORTED ORGANIZATION, AND, AS SUCH, HOLDS CERTAIN RESERVED POWERS OVER THAT ENTITY, INCLUDING THE RIGHT TO ADOPT A PLAN OF DISSOLUTION, AUTHORIZE THE SUPPORTED ORGANIZATION TO ENGAGE IN, OR ENTER INTO, ANY TRANSACTIONS PROVIDING FOR THE SALE, MORTGAGE OR OTHER DISPOSITION OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF THE SUPPORTED ORGANIZATION; ADOPT A PLAN OF REORGANIZATION OR THE MERGER OR CONSOLIDATION OF THE SUPPORTED ORGANIZATION WITH ANOTHER ENTITY; ADOPT ANY ANNUAL OR LONG-TERM CAPITAL AND OPERATIONAL BUDGETS AND APPROVE CERTAIN FUNDAMENTAL CORPORATE CHANGES. AS SUCH, BETHESDA HEALTH, INC. EXERCISES A SUBSTANTIAL DEGREE OF DIRECTION OVER POLICIES, PROGRAM, AND ACTIVITIES OF THE SUPPORTED ORGANIZATION. 39132490 39132490 2182185 548118 1634067 127759 34927 92832 238114 148396 89718 40949107 INVESTMENT IN AFFILIATE 4634607 DUE FROM AFFILIATE 10947583 15582190 ADVANCEMENT TO AFFILIATE 279083 SUPPLEMENTAL EXECUTIVE RETIREMENT LIABILITY 2432142 2711225 X 26315611 3016598 3016598 23299013 0 23299013 42786353 3016598 3016598 39769755 0 39769755 PART X, LINE 2: FIN 48 (ASC 740) FOOTNOTE THE CURRENT ACCOUNTING STANDARDS REQUIRE THAT DEFERRED INCOME TAXES REFLECT THE TAX CONSEQUENCES ON FUTURE YEARS OF DIFFERENCES BETWEEN THE TAX BASES OF ASSETS AND LIABILITIES AND THEIR BASES FOR FINANCIAL REPORTING PURPOSES. ACCOUNTING FOR UNCERTAINTY IN INCOME TAXES, ASC 740-10 (FORMERLY FIN48), PRESCRIBES A COMPREHENSIVE MODEL FOR HOW AN ORGANIZATION SHOULD MEASURE, RECOGNIZE, PRESENT, AND DISCLOSE IN ITS FINANCIAL STATEMENTS UNCERTAIN TAX POSITIONS THAT AN ORGANIZATION HAS TAKEN OR EXPECTS TO TAKE ON A TAX RETURN. FUTURE TAX BENEFITS, SUCH AS MINIMUM TAX CREDIT CARRY FORWARDS, ARE REQUIRED TO BE RECOGNIZED TO THE EXTENT THAT REALIZATION OF SUCH BENEFITS IS MORE LIKELY THAN NOT. AS OF SEPTEMBER 30, 2019 AND 2018, BHSF HAD NO MATERIAL UNRECOGNIZED TAX POSITIONS. NO MATERIAL UNRECOGNIZED TAX POSITIONS ARE EXPECTED THROUGH SEPTEMBER 30, 2020. BHSF IS PERIODICALLY AUDITED BY FEDERAL AND STATE TAXING AUTHORITIES. THE OUTCOME OF THESE AUDITS MAY RESULT IN BHSF BEING ASSESSED TAXES IN ADDITION TO AMOUNTS PREVIOUSLY PAID. FEDERAL RETURNS FOR FISCAL YEARS 2016 THROUGH 2018 REMAIN OPEN AND SUBJECT TO EXAMINATION BY THE INTERNAL REVENUE SERVICE. PART XI, LINE 2D - OTHER ADJUSTMENTS: RENTAL EXPENSES 3,016,598. PART XII, LINE 2D - OTHER ADJUSTMENTS: RENTAL EXPENSES 3,016,598. X X 1 1 0 1 0 0 0 0 0 0 0 JOANNE AQUILINA VP OF FINANCE 319289 0 10667 0 7747 0 34173 0 13393 0 385269 0 0 0 ROGER L KIRK CEO 888479 0 18600 0 201039 0 43000 0 14814 0 1165932 0 0 0 DAVID COLAIUTA EXEC DIR OF PHYSICIAN PRACTICE 132501 0 15719 0 613 0 7442 0 21294 0 177569 0 0 0 KIMBERLY SHAPIRO AVP/ASSOCIATE GENERAL COUNSEL 231061 0 7000 0 4805 0 28327 0 12105 0 283298 0 0 0 LESLIE ALBRIGHT VP OF INFORMATION SERVICES 218000 0 7333 0 20383 0 34069 0 12646 0 292431 0 13792 0 REGINA BELLUCY VP OF HUMAN RESOURCES 202175 0 7033 0 1070 0 31224 0 19495 0 260997 0 0 0 SHAWN FRANKLIN EXEC DIR INTEGRATED NETWORK 223175 0 55125 0 2295 0 11224 0 6601 0 298420 0 0 0 ROBERT BROADWAY FORMER VP CORP STRATEGY 127326 0 8000 0 79494 0 43000 0 7354 0 265174 0 10615 0 PART I, LINE 1A DURING 2018, ROGER KIRK AND JOANNE AQUILINA RECEIVED TAX GROSS UP PAYMENTS IN THE AMOUNT OF $170,947 AND $523, RESPECTIVELY. SUCH AMOUNTS WERE TREATED AS TAXABLE COMPENSATION. ROGER KIRK AND ROBERT BROADWAY ARE REIMBURSED FOR GOLF CLUB MEMBERSHIPS. THIS BENEFIT IS TREATED AS A TAXABLE COMPENSATION. PART I, LINE 3 BETHESDA HEALTH, INC. IS CONTROLLED DIRECTLY BY BAPTIST HEALTH SOUTH FLORIDA, INC. ("BHSF"). THE DETERMINATION OF THE COMPENSATION OF THE CEO FOLLOWS THE SAME PROCESS DELINEATED HEREIN. THE BYLAWS OF BETHESDA HEALTH, INC. DELEGATE THE AUTHORITY TO SET EXECUTIVE COMPENSATION TO BHSF. BHSF'S COMPENSATION COMMITTEE IS COMPRISED EXCLUSIVELY OF INDEPENDENT BOARD MEMBERS WHO SERVE VOLUNTARILY WITHOUT ANY REMUNERATION, AND WHO MUST ADHERE TO A STRINGENT CONFLICT OF INTEREST POLICY THAT PRECLUDES THEM OR THEIR FAMILIES FROM DOING BUSINESS WITH BAPTIST HEALTH. THE COMMITTEE IS RESPONSIBLE FOR REVIEWING THE PERFORMANCE AND APPROVING THE COMPENSATION FOR EXECUTIVES. THE TERM "COMPENSATION" INCLUDES SALARIES, BENEFITS AND INCENTIVES. THE COMPENSATION COMMITTEE ANNUALLY ENGAGES A NATIONALLY-RECOGNIZED, INDEPENDENT CONSULTANT TO CONDUCT COMPENSATION SURVEYS AND TO ADVISE THE BOARD ON COMPENSATION POLICIES. ADDITIONALLY, INCENTIVE COMPENSATION FOR THE CEO WAS APPROVED BY BETHESDA HEALTH, INC.'S BOARD OF TRUSTEES. PART I, LINE 4B THE ORGANIZATION MAINTAINS A 457(F) SUPPLEMENTAL NONQUALIFIED RETIREMENT PLAN. DURING 2018, THE FOLLOWING PAYMENTS WERE RECEIVED FROM THE PLAN: ROBERT BROADWAY - $10,615 LESLIE ALBRIGHT - $13,792 DURING 2018, THE FOLLOWING INDIVIDUALS MADE CONTRIBUTIONS TO THE PLAN: JOANNE AQUILINA KIMBERLY SHAPIRO REGINA BELLUCY FORM 990, PART III, LINE 1 THE ORGANIZATION PROVIDES THE MANAGEMENT AND SUPPORT SERVICES NECESSARY FOR THE OPERATION OF BETHESDA HOSPITAL, INC. AND AFFILIATED ORGANIZATIONS, WHICH PROVIDE QUALITY HEALTHCARE SERVICES IN A CARING MANNER. THE CORPORATION AND ITS AFFILIATES PROVIDE A BROAD SPECTRUM OF INPATIENT, OUTPATIENT AND HOME-CARE HEALTHCARE SERVICES THROUGHOUT THE COMMUNITY. FORM 990, PART IV, LINE 24A BOND LIABILITIES ALL BOND LIABILITIES ARE REPORTED AT THE PARENT LEVEL, ON SCHEDULE K OF BAPTIST HEALTH SOUTH FLORIDA, INC.'S 2018 FORM 990. FORM 990, PART VI, SECTION A, LINE 1 THE EXECUTIVE COMMITTEE SHALL CONSIST OF THE CHAIR, VICE CHAIR, THE SECRETARY, AND OTHER SUCH TRUSTEES AS APPOINTED BY THE CHAIR. THE PRESIDENT SHALL SERVE AS AN EX-OFFICIO NONVOTING MEMBER OF THE EXECUTIVE COMMITTEE. WHEN THE BOARD IS NOT IN SESSION, THE EXECUTIVE COMMITTEE SHALL HAVE AND EXERCISE ALL OF THE AUTHORITY OF THE BOARD IN THE MANAGEMENT OF THE CORPORATION, EXCEPT AS SUCH AUTHORITY IS LIMITED BY STATUE OR BY RESOLUTION CREATING OR OTHERWISE CONTROLLING THE EXECUTIVE COMMITTEE. FORM 990, PART VI, SECTION B, LINE 11B 990 REVIEW PROCESS THE MANAGEMENT OF BAPTIST HEALTH SOUTH FLORIDA (BHSF) IS RESPONSIBLE FOR THE ACCURACY AND COMPLETENESS OF THE TAX RETURNS OF BHSF AND ALL OF ITS NONPROFIT, CHARITABLE AFFILIATES. THIS FORM 990 HAS BEEN PREPARED IN CONFORMITY WITH THE INTERNAL REVENUE CODE AND TREASURY REGULATIONS. INDEPENDENT TAX CONSULTANTS AND MEMBERS OF MANAGEMENT HAVE REVIEWED IN DETAIL THE COMPLETED FORM 990. PRIOR TO FILING, THE FORM 990 PREPARATION PROCESS AND THE DOCUMENTS ARE DISCUSSED AT A MEETING OF THE FINANCE & INSURANCE COMMITTEE OF THE BOARD OF TRUSTEES AND MADE AVAILABLE ELECTRONICALLY TO ALL MEMBERS OF THE BOARD OF DIRECTORS FOR REVIEW AND COMMENTARY. ADDITIONALLY, THE EXECUTIVE AND COMPENSATION COMMITTEES OF THE BHSF BOARD OF TRUSTEES, COMPOSED OF INDEPENDENT UNCOMPENSATED MEMBERS, REVIEW OTHER PERTINENT AREAS OF THE RETURN. THE PRESIDENT AND CEO AS WELL AS THE EXECUTIVE VICE PRESIDENT AND CFO HEREBY CERTIFY AS TO THE ACCURACY AND COMPLETENESS OF THIS FORM 990. FORM 990, PART VI, SECTION B, LINE 12C EMPLOYEE CONFLICT OF INTEREST AN ACTUAL, POTENTIAL OR PERCEIVED CONFLICT OF INTEREST OCCURS IN THOSE CIRCUMSTANCES WHERE AN EMPLOYEE'S JUDGEMENT COULD BE AFFECTED BECAUSE THE EMPLOYEE HAS A PERSONAL INTEREST, OTHER THAN THE RECEIPT OF COMPENSATION FROM BAPTIST HEALTH, IN THE OUTCOME OF A DECISION OVER WHICH THE EMPLOYEE HAS CONTROL OR INFLUENCE. FOR THE PURPOSES OF THIS POLICY, IT IS PRESUMED THAT MANAGERS HAVE CONTROL OR INFLUENCE OVER ANY DECISION AFFECTING A MATTER FOR WHICH A MANAGER HAS RESPONSIBILITY. A PERSONAL INTEREST EXISTS WHEN AN EMPLOYEE OR A MEMBER OF HIS OR HER FAMILY STANDS TO DIRECTLY OR INDIRECTLY OBTAIN FINANCIAL GAIN AS A RESULT OF A DECISION. THIS POLICY IS INTENDED FOR ALL EMPLOYEES TO UNDERSTAND, IDENTIFY, MANAGE AND APPROPRIATELY DISCLOSE THOSE TRANSACTIONS WHICH COULD RESULT IN AN ACTUAL, POTENTIAL OR PERCEIVED CONFLICT OF INTEREST. IN ACCORDANCE WITH OUR CODE OF ETHICS, HIGH ETHICAL STANDARDS MUST BE OBSERVED IN THE NEGOTIATION AND EXECUTION OF ALL BUSINESS ACTIVITIES CONDUCTED AT, BY OR WITH BHSF. ANY DECISIONS MADE BY BHSF EMPLOYEES MUST BE MADE IN COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS, WITH THE BEST ORGANIZATIONAL INTERESTS OF BHSF AS THE HIGHEST PRIORITY AND WITHOUT REGARD TO THE PERSONAL GAIN OR INTEREST OF ANY OTHER PERSON OR ENTITY. LIKEWISE, THE APPEARANCE OF ANY SUCH IMPROPER INFLUENCE ON ANY DECISIONS SHOULD BE CONSCIOUSLY AVOIDED. EMPLOYEES SHOULD ALSO ADHERE TO POLICY 828 WHICH PROHIBITS VENDOR SPONSORED TRAVEL AND POLICY 829 LIMITING ACCEPTANCE OF PERSONAL HONORARIUMS AND POLICY 831 WHICH PROVIDES LIMITATIONS AND GUIDELINES ON PHILANTHROPIC SOLICITATION OF VENDORS. A POTENTIAL OR PERCEIVED CONFLICT OR INTEREST MAY EXIST IRRESPECTIVE OF THE INTENT OF THE EMPLOYEE. BOARD CONFLICT OF INTEREST BAPTIST HEALTH AND ITS AFFILIATES HAVE A STRONG AND ROBUST CONFLICT OF INTEREST POLICY. THE POLICY IS MEANT TO ENSURE THAT EACH VOTING MEMBER OF THE RESPECTIVE ENTITY'S BOARD GOVERNS THE AFFAIRS OF BAPTIST HEALTH AND ITS AFFILIATES WITH HONESTY AND INTEGRITY AND MAKES DECISIONS FOR THE BENEFIT OF BAPTIST HEALTH. VOTING BOARD MEMBERS MAY NOT BE EMPLOYED BY BAPTIST HEALTH NOR ENGAGED TO PROVIDE SERVICES TO BAPTIST HEALTH IN EXCHANGE FOR CASH COMPENSATION. CONFLICT FREE DECISION MAKING EXTENDS BEYOND THE BOARD MEMBERS TO INCLUDE TRANSACTIONS THAT MIGHT BENEFIT (I) THE PRIVATE INTEREST OF A MEMBER OR HIS OR HER FAMILY (II) AN ORGANIZATION CONTROLLED BY A MEMBER OF HIS OR HER FAMILY (III) AN ORGANIZATION IN WHICH A MEMBER OR HIS OR HER FAMILY HAS A MATERIAL INTEREST. SINCE THE APPEARANCE OF A CONFLICT OF INTEREST MAY BE AS DAMAGING TO BAPTIST HEALTH'S REPUTATION AS ACTUALLY PERMITTING A CONFLICT TO EXIST, EACH BOARD MEMBER HAS A CONTINUING OBLIGATION TO DISCLOSE ANY POTENTIAL CONFLICTS. THIS CONTINUING OBLIGATION IS SUPPLEMENTED BY AN ANNUAL CERTIFICATION THAT THE BOARD MEMBER IS FREE FROM ACTUAL OR POTENTIAL CONFLICTS OF INTEREST. THE ANNUAL CERTIFICATION IS REVIEWED BY THE VICE PRESIDENT OF COMPLIANCE WHO REPORTS DIRECTLY TO THE BOARD. POTENTIAL CONFLICTS ARE FURTHER REVIEWED BY THE BOARD'S ETHICS COMMITTEE. IF A CONFLICT DOES EXIST, THE CONFLICTED BOARD MEMBER MAY BE REQUIRED TO (I) RESIGN FROM THE BOARD OR (II) ELIMINATE THE RELATIONSHIP WHICH GIVES RISE TO THE CONFLICT. CONFLICT OF INTEREST POLICY COMPLIANCE ONE OF BAPTIST HEALTH SOUTH FLORIDA'S GREATEST ASSETS IS THE INTEGRITY OF ITS VOLUNTEER BOARD MEMBERS. ONE WAY TO ASSURE INTEGRITY IS THEIR COMMITMENT TO A STRINGENT CONFLICT OF INTEREST POLICY FOR THEIR GOVERNING BOARDS AND MANAGEMENT. AS A PART OF A ROBUST CONFLICT OF INTEREST POLICY, BOARD MEMBERS MUST ANNUALLY COMPLETE A CONFLICT OF INTEREST DECLARATION FORM. THE AUDIT AND COMPLIANCE DEPARTMENT MONITOR TO ENSURE ALL VOTING MEMBERS SUBMIT THE DECLARATION FORM AND PERFORM NECESSARY RESEARCH TO UNDERSTAND IF A POTENTIAL CONFLICT EXISTS. ALL DISCLOSURES AND THE RELATED RESEARCH ARE SUMMARIZED FOR THE ETHICS COMMITTEE OF THE BAPTIST HEALTH BOARD OF TRUSTEES. ANY DISCLOSURES THAT MAY RESULT IN THE APPEARANCE OF A CONFLICT ARE ADDRESSED BY THE COMMITTEE FOR ITS CONSIDERATION AND RESOLUTION. FORM 990, PART VI, SECTION B, LINE 15 THE SOUTH FLORIDA MARKET FOR HIGHLY COMPETENT HEALTHCARE EXECUTIVES REFLECTS A VERY COMPETITIVE ENVIRONMENT FOR QUALIFIED EXECUTIVES. IT IS COMPRISED OF LARGE, NATIONAL, FOR PROFIT CHAINS AND NOT-FOR-PROFIT HOSPITAL SYSTEMS AND STAND-ALONE HOSPITALS. THE BOARD OF TRUSTEES OF BAPTIST HEALTH SOUTH FLORIDA ("BAPTIST HEALTH") SEEKS EXECUTIVES OF VISION AND LEADERSHIP TO CARRY OUT THE ORGANIZATION'S FAITH-BASED MISSION OF QUALITY CARE AND COMMUNITY SERVICE. THE BOARD EXPECTS THESE EXECUTIVES TO PROVIDE LEADERSHIP THAT WILL PLACE BAPTIST HEALTH AMONG THE BEST HEALTHCARE SYSTEMS IN THE NATION FOR QUALITY AND EXCELLENCE. THE BOARD EXPECTS EXECUTIVES TO DEMONSTRATE INTEGRITY AND LOYALTY IN THE PERFORMANCE OF THEIR DUTIES AND TO ADHERE TO BAPTIST HEALTH'S CONFLICT OF INTEREST POLICY, EXECUTIVE CODE OF CONDUCT AND ALL COMPLIANCE/ETHICS POLICIES. EXECUTIVE COMPENSATION IS CONSIDERED THE FOUNDATION TO ATTRACT AND RETAIN EXECUTIVES WITH THE TALENT, EXPERIENCE AND CHARACTER TO MEET THESE EXPECTATIONS. THE DETERMINATION OF THE COMPENSATION OF THE PRESIDENT FOLLOWS THE SAME PROCESS DELINEATED HEREIN. THE BYLAWS OF BETHESDA HEALTH, INC. DELEGATE THE AUTHORITY TO SET EXECUTIVE COMPENSATION TO BHSF. BHSF'S COMPENSATION COMMITTEE IS COMPRISED EXCLUSIVELY OF INDEPENDENT BOARD MEMBERS WHO SERVE VOLUNTARILY WITHOUT ANY REMUNERATION, AND WHO MUST ADHERE TO A STRINGENT CONFLICT OF INTEREST POLICY THAT PRECLUDES THEM OR THEIR FAMILIES FROM DOING BUSINESS WITH BAPTIST HEALTH. THE COMMITTEE IS RESPONSIBLE FOR REVIEWING THE PERFORMANCE AND APPROVING THE COMPENSATION FOR EXECUTIVES. ADDITIONALLY, INCENTIVE COMPENSATION FOR THE PRESIDENT WAS APPROVED BY BETHESDA HEALTH, INC.'S BOARD OF TRUSTEES. FORM 990, PART VI, SECTION C, LINE 19 DOCUMENTS AVAILABLE TO THE PUBLIC DOCUMENTS THAT ARE REQUIRED TO BE OPEN FOR PUBLIC INSPECTION ARE AVAILABLE UPON REQUEST. IN ADDITION BOTH THE FORM 990 AND AUDITED FINANCIAL STATEMENTS ARE AVAILABLE FOR PUBLIC VIEWING ON THIRD PARTY WEBSITES. THE CONFLICT OF INTEREST POLICY IS AVAILABLE ON WWW.BAPTISTHEALTH.NET. FORM 990, PART XI, LINE 9: PRIOR PERIOD TRANSFER FROM AFFILIATES -14,933. TRANSFER FROM AFFILIATES 39,976,933. EQUITY TRANSFER -234,686,158. 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