Wake Forest Innovation Quarter CDC

“Wake forest university health sciences is the sole member of the filing organization.”

“The members of the board of directors of the organization are appointed by the governing body of wake forest university health sciences or by a member of the governing body or by an officer of wake forest university health sciences acting in their official capacity, in accordance with procedures prescribed by the board of directors of wake forest university health sciences.”

“Decisions of the organization's governing body which require approval by the parent organization, wake forest university health sciences, include amendments to the organization's governance documents (articles of incorporation and bylaws), and the election and removal of directors.”

“The filing organization's board of directors receives a copy of the form 990 with sufficient time to permit review, comment, and questions prior to its filing. If modifications are required following such review and comment, the revised form 990 is redistributed prior to its filing with the irs, along with a report noting the modifications.”

“The organization requires its officers and directors to disclose conflicts of interest annually, and as they arise. Any items disclosed are reviewed and managed in accordance with the organization's policy on conflicts of interest.”

“The filing organization pays no compensation to directors for their effort devoted to the organization. Certain officers and directors are employed by related organizations, wake forest university health sciences (wfuhs), wake forest university (wfu) or by an unrelated but affiliated organization, wake forest university baptist medical center (wfubmc). The determination of the compensation of such individuals is conducted via the process utilized by the wfubmc board, as follows: the advocate health compensation and benefits committee ("the committee") of the advocate health, inc. Board of directors ("the board") has authority as the wfubmc board delegates to it, for the review and approval of executive compensation. No member of the committee is an employee of wfubmc or the filing organization. The committee relies upon an external, independent compensation consultant retained directly by the committee to provide third-party compensation comparability data for evaluating the competitiveness and reasonableness of executive compensation and benefits programs relative to market practices for similarly situated healthcare organizations. In evaluating compensation, the committee follows corporate governance best practice such as adherence to the company's executive compensation philosophy and review processes; processes to ensure committee member and compensation consultant independence; data from healthcare organizations of comparable size, structure, and complexity; and establishment of the rebuttable presumption of reasonableness, per irs guidelines. Minutes of the deliberations of the committee are maintained in the advocate health, inc. Legal department. Four of the filing organization's officers, directors, or former officers are compensated by a related organization, wake forest university (wfu), and their compensation is reviewed and approved in accordance with wfu's similar procedures.”

“The organization's articles of incorporation are available to the public on request and are available on the website of the north carolina secretary of state. The organization's bylaws are not published, but provisions from the bylaws are included as necessary in the organization's policies, and are attached to the form 1023 filed for the organization with the irs, which is publicly available. The conflict of interest policy and financial statements are available to the public on request.”

“A medical center integration agreement (mcia) was originally entered into in 2010 among four parties: wake forest university (wfu), wake forest university health sciences (wfuhs), wake forest university baptist medical center (wfubmc), and north carolina baptist hospital (ncbh). Pursuant to the terms of the original mcia, the operation of wfuhs and ncbh, and all of the respective subsidiaries of each, is delegated to wfubmc. Additionally, the corporate officers of wfubmc generally serve as the corporate officers of wfuhs and ncbh. The mcia was revised and restated in 2020 to delegate oversight and management authority over wfubmc to atrium health, inc. (ahi). Certain directors and/or corporate officers of wfuhs, ncbh, & wfubmc also serve as directors or corporate officers of ahi. Wfu and wfuhs are organizations related to the filing organization. Ncbh, wfubmc, and ahi are organizations unrelated to the filing organization. Thus, certain directors and officers of the filing organization devote hours to related organizations (wfu & wfuhs) and unrelated organizations (wfubmc, ncbh, and ahi).”