2020-08-17T08:53:45-05:00 2019-09-30 861065772 DELOITTE TAX LLP 201 N FRANKLIN STREET SUITE 3600 TAMPA FL 336025818 990 2018-10-01 596137805 BETHESDA HOSPITAL FOUNDATION INC BETH 5617377733 2815 S SEACREST BLVD BOYNTON BEACH FL 33435 JANETTE SANCHEZ CORP. VP OF FINANCE 5617377733 2020-08-11 1 STEVEN ROVNER P00648526 8132738355 136.36.120.211 2020-08-13 08:18:17 ED P DA39A3EE5E6B4B0D3255BFEF95601890AFD80709 D63EC72EE4702D07D438875B0946C69012158BB9 2018 2020-09-23 17:36:50Z MARIE BEDNER 2815 S SEACREST BLVD BOYNTON BEACH FL 33435 69948736 0 X WWW.BETHESDAHOSPITALFOUNDATION.ORG X 1947 FL BETHESDA HOSPITAL FOUNDATION IS A NOT-FOR-PROFIT ORGANIZATION ESTABLISHED FOR THE BENEFIT AND SUPPORT OF BETHESDA HOSPITAL. ITS PURPOSE IS TO ASSIST THE HOSPITAL IN ACCOMPLISHING ITS MISSION THROUGH THE ACQUISITION, MANAGEMENT AND DISBURSEMENT OF PHILANTHROPIC ASSETS AND BY BUILDING SUPPORT OF THE HOSPITAL WITHIN THE COMMUNITY. 16 15 9 19 0 0 3202440 6883852 0 0 6327085 1585849 -373082 -400558 9156443 8069143 3013946 1211151 0 0 635740 793717 0 0 1255322 483370 554094 4133056 2558962 5023387 5510181 48421866 54091795 1813833 2028503 46608033 52063292 X SEE SCHEDULE O 0 0 941132 941132 THE BETHESDA HOSPITAL FOUNDATION, CELEBRATING OVER 65 YEARS OF SERVICE TO THE COMMUNITY, REMAINS COMMITTED TO RAISING AWARENESS AND RAISING FUNDS TO PROVIDE WORLD-CLASS HEALTHCARE IN OUR COMMUNITY. WITH BETHESDA'S EXPANDING ROLE AS A LEADER IN REGIONAL HEALTHCARE AND THE DRAMATIC GROWTH IN THE COMMUNITY WE SERVE, BETHESDA'S PLANS HAVE RAPIDLY PROGRESSED WITH THE OPENING OF PALM BEACH COUNTY'S NEWEST HOSPITAL IN JANUARY 2013. WITH COMMUNITY SUPPORT, BETHESDA WILL PREPARE FOR THE FUTURE AND ENSURE QUALITY CARE FOR EACH AND EVERY RESIDENT IN OUR COMMUNITY. 266369 266369 BETHESDA HOSPITAL FOUNDATION PROVIDES FUNDING TO BETHESDA HOSPITAL FOR THE DRISKILL CENTER FOR CARING, WHOSE MISSION IS TO TEACH CAREGIVERS TO EFFECTIVELY INTEGRATE CARING AND CLINICAL SKILLS, SUCH THAT A PHILOSOPHY OF "CARING EXCELLENCE" BECOMES THE CULTURE THROUGHOUT BETHESDA HOSPITAL. THE DRISKILL ENDOVASCULAR CENTER ALLOWS SURGEONS TO CARE FOR PATIENTS WITH VASCULAR PROBLEMS USING MINIMALLY INVASIVE PROCEDURES. 3650 3650 SCHOLARSHIPS PROVIDED TO INDIVIDUALS CONSISTENT WITH DONOR INTENT 1211151 1 1 0 0 0 0 0 0 0 1 0 0 0 1 1 1 0 1 0 0 0 0 0 0 1 1 0 1 0 1 0 0 0 0 0 0 0 0 1 0 0 0 0 1 0 0 0 1 32 0 1 9 1 0 0 0 0 0 1 1 0 0 0 0 0 0 X 16 15 0 0 1 0 1 1 1 1 1 0 0 1 1 1 1 1 1 0 0 0 X KEITH NILSSON 5617377733 2815 S SEACREST BLVD BOYNTON BEACH FL 33435 MARIE Y BEDNER CHAIRMAN 2.00 0.00 X X 0 0 0 JOHN R PASQUAL MD VICE CHAIRMAN 2.00 4.00 X X 0 0 0 PASCAL J LIGUORI TREASURER 2.00 0.00 X X 0 0 0 DEBRA A ELMORE SECRETARY 2.00 4.00 X X 0 0 0 MARY J BLUM MEMBER-AT-LARGE 2.00 0.00 X 0 0 0 MICHAEL M MCCARTHY MEMBER-AT-LARGE 2.00 0.00 X 0 0 0 STEVEN M LITINSKY MD MBA DIRECTOR 2.00 0.00 X 0 0 0 CHARLES W BOWIE DIRECTOR 2.00 0.00 X 0 0 0 DAWN EDWARDS DIRECTOR BEG 10/18 2.00 0.00 X 0 0 0 TODD GURNE DIRECTOR BEG 10/18 2.00 0.00 X 0 0 0 STACEY M HALLBERG DIRECTOR 2.00 0.00 X 0 0 0 STORMET C NOREM DIRECTOR 2.00 0.00 X 0 0 0 LORRAINE STOLFI RINELLA DIRECTOR BEG 10/18 2.00 0.00 X 0 0 0 KAREN M ROGERS DIRECTOR 2.00 0.00 X 0 0 0 CHARLES L WHITE III DIRECTOR BEG 10/18 2.00 6.00 X 0 0 0 ROGER L KIRK PRESIDENT 2.00 52.00 X 0 1108118 57814 BARBARA JAMES EXECUTIVE DIRECTOR 40.00 0.00 X 200094 0 24337 JOHN LANDRY-ODELL MAJOR GIFTS/PLANNED GIVING DIR 40.00 0.00 X 143347 0 13265 KAY HARVEY FORMER EXECUTIVE DIRECTOR 0.00 0.00 X 224586 0 0 568027 1108118 95416 3 1 1 0 0 1086071 5797781 253352 6883852 1156007 1156007 61668527 61238685 429842 429842 429842 174106 1086071 612594 -438488 -438488 66244 28314 37930 37930 8069143 0 0 1185291 1207501 1207501 3650 3650 203399 36375 167024 524110 524110 2518 126 2392 15387 769 14618 48303 2415 45888 509 509 216374 216374 1045 1045 41192 41192 42668 42668 4301 4301 8582 8582 154 154 PROSPECT RESEARCH 219912 219912 POSTAGE 11335 11335 FOOD & BEVERAGE 6484 6484 UNCOLLECTIBLE PLEDGES 1200 1200 338 338 2558962 1211151 92489 1255322 300 0 1570121 3718620 2030024 1485782 132030 109123 40981961 44865196 3707430 3913074 48421866 54091795 133053 537267 1680780 1491236 1813833 2028503 X 26289322 29911568 19071970 20904983 1246741 1246741 46608033 52063292 48421866 54091795 5510181 -271296 216374 0 X 0 1 X 1 0 X 6220525 4753727 4456915 3202440 6883852 25517459 6220525 4753727 4456915 3202440 6883852 25517459 3086984 22430475 1227663 1392977 1330710 938877 1156007 6046234 382350 -596971 -294637 -373082 -400558 -1282898 30280795 0.74070 0.79010 X SCHEDULE A, PART II, LINE 10, EXPLANATION OF OTHER INCOME: FUNDRAISING EVENTS GAMING - 2014 AMOUNT: $ 382,350. 2015 AMOUNT: $ -596,971. 2016 AMOUNT: $ -294,637. 2017 AMOUNT: $ -373,082. 2018 AMOUNT: $ -400,558. RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 25234366 0 571680 0 302917 0 25503129 23906658 0 1636650 0 308942 0 25234366 21777094 0 2490016 0 360452 0 23906658 20297259 0 1841966 0 362131 0 21777094 21966433 0 -1302981 0 366193 0 20297259 0.72420 0.04910 0.22670 0 0 0 RECEIVABLES UNDER CONTRIBUTION AGREEMENTS - NET 3913074 3913074 DEFERRED PLANNED GIVING ANNUITIES 1491236 1491236 X PART V, LINE 4: THE ENDOWMENT FUNDS ARE USED TO SUPPORT BETHESDA HEALTH AND AFFILIATES IN THE PROVISION OF QUALITY HEALTHCARE SERVICES TO THE SURROUNDING COMMUNITY. 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. BETHESDA BALL 355330 283225 72105 0 0 56703 94356 25000 88645 WOMEN OF GRACE LUNCHEON 356732 320306 36426 0 0 30607 29789 0 70634 3 548115 482540 65575 5000 0 15529 71625 6900 117806 1260177 1086071 174106 5000 102839 195770 31900 277085 612594 -438488 66244 28314 0 0 1 1.00000 66244 28314 28314 37930 FL 0 GAMING LICENSE IS NOT REQUIRED IN THE STATE OF FLORIDA. 0 0 0 1.00000 DONNA SEYMOUR 2185 S SEACREST BLVD BOYNTON BEACH FL 33435 0 PAULA HENDERSON 729 MANAGES GAMING ACTIVITIES X 0 SCHEDULE G, PART III, LINE 16 - GAMING MANAGER COMPENSATION ONLY 1% OF PAULA HENDERSON'S TIME IS RELATED TO GAMING; THEREFORE ONLY 1% OF HER COMPENSATION IS SHOWN AS GAMING COMPENSATION. 1 BETHESDA HOSPITAL INC 2815 SOUTH SEACREST BLVD BOYNTON BEACH FL 33435 592447554 501(C)(3) 1207501 FMV TO MEET THE HEALTHCARE NEEDS OF THE COMMUNITY. 1 0 PART I, LINE 2: UNRESTRICTED FUNDS INCLUDED IN THE GRANT PAID TO BETHESDA HOSPITAL CAN BE USED FOR ANY PURPOSE NECESSARY TO MEET THE HEALTHCARE NEEDS OF THE COMMUNITY. DONOR-RESTRICTED FUNDS INCLUDED IN THE GRANT PAID TO BETHESDA HOSPITAL MUST BE USED FOR PURPOSES RELATED TO THE DONOR'S RESTRICTIONS. THESE FUNDS ARE NOT TRANSFERRED TO THE HOSPITAL UNTIL EVIDENCE HAS BEEN PRESENTED THAT AMOUNTS HAVE BEEN SPENT BY THE HOSPITAL FOR SUCH PURPOSES. X 1 1 0 1 0 0 0 0 0 0 0 ROGER L KIRK PRESIDENT 0 888479 0 18600 0 201039 0 43000 0 14814 0 1165932 0 0 BARBARA JAMES EXECUTIVE DIRECTOR 199384 0 0 0 710 0 10231 0 14106 0 224431 0 0 0 JOHN LANDRY-ODELL MAJOR GIFTS/PLANNED GIVING DIR 139177 0 0 0 4170 0 6690 0 6575 0 156612 0 0 0 KAY HARVEY FORMER EXECUTIVE DIRECTOR 0 0 0 0 224586 0 0 0 0 0 224586 0 224586 0 PART I, LINE 1A DURING 2018, ROGER KIRK RECEIVED TAX GROSS UP PAYMENTS IN THE AMOUNT OF $170,947. SUCH AMOUNT WAS TREATED AS TAXABLE COMPENSATION. PART I, LINE 3 THE PRESIDENT OF BETHESDA HOSPITAL FOUNDATION, INC. IS COMPENSATED BY BETHESDA HEALTH, INC. BOTH BETHESDA HOSPITAL FOUNDATION, INC. AND BETHESDA HEALTH, INC. ARE CONTROLLED, DIRECTLY OR INDIRECTLY, BY BAPTIST HEALTH SOUTH FLORIDA, INC. ("BHSF"). 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. 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 PRESIDENT 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: KAY HARVEY - $224,586 X 23 215262 COST OR SELLING PRICE X GIFTS-IN-KIND 48 38090 COST OR SELLING PRIC 0 0 1 0 FORM 990, PART III, LINE 1, DESCRIPTION OF ORGANIZATION MISSION BETHESDA HOSPITAL FOUNDATION IS A NOT-FOR-PROFIT ORGANIZATION ESTABLISHED FOR THE BENEFIT AND SUPPORT OF BETHESDA HOSPITAL. ITS PURPOSE IS TO ASSIST THE HOSPITAL IN ACCOMPLISHING ITS MISSION THROUGH THE ACQUISITION, MANAGEMENT AND DISBURSEMENT OF PHILANTHROPIC ASSETS AND BY BUILDING SUPPORT OF THE HOSPITAL WITHIN THE COMMUNITY. FORM 990, PART VI, SECTION A, LINE 1 THE EXECUTIVE COMMITTEE SHALL CONSIST OF THE OFFICERS OF THE FOUNDATION, EXCEPT FOR THE EXECUTIVE DIRECTOR, WITH AT LEAST TWO BUT NO MORE THAN FIVE ADDITIONAL MEMBERS OF THE BOARD. FORM 990, PART VI, SECTION A, LINE 4 THE FOLLOWING CHANGES WERE MADE TO THE BYLAWS: 1. CHANGE OF MINIMUM NUMBER OF BOARD MEMBERS TO EIGHT (8). 2. CHANGE OF REQUIRED STANDING COMMITTEES TO INCLUDE EXECUTIVE AND FINANCE ONLY. ALL OTHER COMMITTEES WILL BE NOTED AS AD HOC. 3. CHANGE OF MINIMUM REQUIRED BOARD MEETINGS TO 4 ANNUAL. 4. REVISION OF LANGUAGE IN SECTION 5.7 TO REALIGN WITH PERSONNEL POLICIES ESTABLISHED BY BAPTIST HEALTH SOUTH FLORIDA HUMAN RESOURCES AND TO CLARIFY ORGANIZATION CHART. FORM 990, PART VI, SECTION A, LINE 6 THE ORGANIZATION HAS ONE SOLE MEMBER, BETHESDA HEALTH, INC., A FLORIDA NOT-FOR-PROFIT ORGANIZATION. FORM 990, PART VI, SECTION A, LINE 7A BETHESDA HEALTH, INC. HAS THE AUTHORITY TO APPROVE THE APPOINTMENT, REPLACEMENT OR REMOVAL OF THE MEMBERS OF THE GOVERNING BODY. FORM 990, PART VI, SECTION A, LINE 7B BETHESDA HEALTH, AS THE SOLE MEMBER SHALL HAVE THE ABSOLUTE RIGHT TO TAKE THE FOLLOWING UNILATERAL ACTIONS ON BEHALF OF AND IN THE NAME OF THE FOUNDATION: -ADOPTING A PLAN OF DISSOLUTION OF THE FOUNDATION; -AUTHORIZING THE FOUNDATION TO ENGAGE IN, OR ENTER INTO, ANY TRANSACTION PROVIDING FOR: (I) THE SALE, MORTGAGE, GRANTING A SECURITY INTEREST IN ITS GROSS REVENUES, OR OTHER DISPOSITION OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF THE FOUNDATION; OR (II) THE FOUNDATION TO ENTER INTO A FINANCING PLAN WITH BETHESDA HEALTH AND ONE OR MORE OF ITS OTHER AFFILIATES IN WHICH THE FOUNDATION WOULD BE UNCONDITIONALLY AND IRREVOCABLY LIABLE, JOINTLY AND SEVERALLY, FOR THE PAYMENT OF AN OBLIGATION ENTERED INTO BY BETHESDA HEALTH EITHER BY VIRTUE OF A GUARANTEE OR BECOMING A MEMBER OF AN OBLIGATED GROUP CONSISTING OF BETHESDA HEALTH AND ONE OR MORE OF ITS AFFILIATES; -ADOPTING A PLAN OF REORGANIZATION OR THE MERGER OR CONSOLIDATION OF THE FOUNDATION WITH ANOTHER ENTITY; -APPROVING THE BOARD'S APPOINTMENT OR REMOVAL OF THE ATTORNEYS, ACCOUNTANTS OR AUDITORS OF THE FOUNDATION; -TO APPROVE THE APPOINTMENT, REPLACEMENT OR REMOVAL OF THE DIRECTORS OF THE FOUNDATION; -ADOPTING OR AMENDING THE ARTICLES OF INCORPORATION OF THE BYLAWS OF THE FOUNDATION; -ADOPTING OR PERMITTING ANY CHANGE TO ANY STRATEGIC MASTER PLANS OR POLICIES OF THE FOUNDATION; -AUTHORIZING THE VOLUNTARY FILING OF ANY PETITION IN BANKRUPTCY; AND -ADOPTING ANY ANNUAL OR LONG-TERM CAPITAL OR OPERATIONAL BUDGET OR ANY CHANGES THEREIN. FORM 990, PART VI, SECTION B, LINE 11B 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 PRESIDENT OF BETHESDA HOSPITAL FOUNDATION, INC. IS COMPENSATED BY BETHESDA HEALTH, INC., A RELATED ORGANIZATION. 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 THAT ARE REQUIRED TO BE OPEN FOR PUBLIC INSPECTION ARE MADE AVAILABLE UPON REQUEST. IN ADDITION BOTH THE FORM 990 AND AUDITED FINANCIAL STATEMENTS ARE AVAILABLE FOR PUBIC VIEWING ON THIRD PARTY WEBSITES. THE CONFLICT OF INTEREST POLICY IS AVAILABLE ON WWW.BAPTISTHEALTH.NET. 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