Newport Hospital Foundation

“Brown University Health is the sole member of NHF.”

“The bylaws of NHF confer certain reserved powers upon Brown Health to provide it with the means of effective oversight, coordination, and support of the system. Powers reserved to Brown Health include: to elect and remove trustees and to approve the election/removal of certain officers. At each annual meeting of RIHF's Board of Trustees, a list is compiled of the names of those persons selected to serve as Trustees of RIHF so that it can be approved and submitted to Brown Health for ratification and election.”

“Brown Health has the responsibility for planning, directing, and establishing policies intended to assure the development and delivery of quality health services on an integrated, cost-effective basis. Powers reserved to Brown Health, in addition to those noted above, include: to approve amendments of the Articles of Incorporation and Bylaws and other charter documents; to approve strategic plans; to approve investment policies and any capital or operating budgets or material non-budgeted expenditures; and to authorize incurrence or guaranty of material indebtedness.”

“The preparation and filing of the Form 990 and supporting schedules is the responsibility of the Executive Vice President & Chief Financial Officer (EVP/CFO) and Brown Health's Finance Department. The Form 990 is prepared by the accounting staff upon completion of Brown Health's annual independent audit and is reviewed by the Corporate Services Tax Compliance Manager and the Director of Finance - Corporate Services. The draft Form 990 is then provided to the EVP/CFO for final management review. Prior to filing the return with the Internal Revenue Service, a copy of the entire form is sent to NHF's Board of Trustees in advance of its next Board meeting, at which the EVP/CFO discusses the highlights of the Form. All questions and concerns of the members of the Board are addressed by the EVP/CFO and incorporated into the Form 990 when appropriate. Once the Form 990 is complete and ready to be filed, the members of the Board are notified via email that a copy of the final version of the Form 990 is accessible through the same password-protected website portal. The EVP/CFO is authorized to file the Form 990.”

“Brown University Health currently makes its annual and quarterly consolidated financial statements available to the public via DAC (Digital Assurance Certification, LLC), a disclosure dissemination agent for issuers of tax-exempt bonds which electronically posts and transmits Brown Health's financial information to repositories and investors alike. NHF's financial statements are included in the audited consolidated financial statements of Brown University Health and Affiliates. In addition, copies of NHF's Articles of Incorporation, Bylaws, and Conflict of Interest Policy are available upon request from the office of the Brown Health EVP/CFO, either in person or by mail.”

“Brown Health has a Conflict of Interest Policy that is applicable to all affiliates, including NHF, and administered by Brown Health's Compliance Department as follows: Each designated person subject to Brown Health's conflict of interest policy is required to provide Brown Health with an initial disclosure statement and thereafter an annual statement attesting that: (i) the designated person has read and is familiar with this policy, and (ii) the designated person and, to the best of his/her knowledge, family members, have not in the past engaged in, are not presently engaging in, or plan to engage in, any activity which contravenes this policy.If, at any time during the course of employment or association, a designated person has reason to believe that an existing or contemplated activity may contravene this policy, the person shall submit a full written description of the activity to the Brown Health Compliance Officer or the Office of the General Counsel to seek a determination as to whether the contemplated activity does or does not contravene this policy. If the activity in question involves either the Chief Executive Officer, the Senior Vice President and General Counsel, or a Trustee, a full written disclosure must be made to, and a determination sought from, the Chairman of the Board of Directors of Brown Health.Annually, the Brown Health Compliance Officer shall review and report to the Brown Health Executive Corporate Compliance Committee and to the Brown Health Audit and Compliance Committee on the administration of this policy.Failure on the part of any designated person to comply with this policy, including failure to submit in a timely fashion the conflict of interest disclosure statement, will be grounds for removal from his/her position and/or termination of his/her employment with Brown Health.”

“The following applies to Brown Health and all of its affiliates, including NHF:EXECUTIVE COMPENSATIONBrown Health's executive compensation philosophy balances appropriate stewardship of resources and the need to be competitive in recruiting and retaining talented individuals. It incorporates market-competitive and performance-related principles, and covers the President and CEO of Brown Health as well as other officers, senior management, and key employees. Brown Health's executive compensation program complies both with law and with contemporary ethical norms, and is administered consistent with the organization's tax-exempt status under Section 501(c)(3) of the Internal Revenue Code (IRC) and the avoidance of transactions subject to intermediate sanctions under Section 4958 of the IRC. Executive compensation is also administered consistent with Brown Health's Corporate Compliance Policy on Excess Benefit Transactions.The Compensation Committee of the Brown Health Board of Directors (the Committee), comprised of disinterested Brown Health Board members, is responsible for diligent oversight of executive compensation to ensure compliance with IRC requirements. Its duties include:* Approving eligibility for participation in the executive compensation program * Approving changes in compensation for existing executive participants * Approving guidelines, such as salary ranges and contract terms, on appropriate levels of compensation for other key employees* Approving new, and modifying or terminating existing, executive compensation plans including, but not limited to, annual incentive and executive benefit plans* Approving performance objectives associated with Brown Health's annual incentive plan, including measuring points, and using verified actual performance relative to these objectives as a precondition to approving the payment of any awards under the plan* Authorizing periodic performance benchmark studies to be conducted for purposes of assessing Brown Health's performance within the healthcare industry and the degree to which total remuneration levels at Brown Health are generally commensurate with Brown Health performance relative to healthcare industry performance* Conducting an annual performance review of Brown Health's Chief Executive Officer. The Chair of the Committee conducts and documents this review, based on his/her observations and interpretation of feedback from members of the Board of Directors.* Selecting and engaging qualified, independent, third-party compensation valuation consultants that the Committee charges with rendering opinions with respect to the reasonableness and comparability of compensation as well as the comparative organizations against which compensation is assessed, in accordance with relevant sections of the IRC and Brown Health's executive compensation philosophy. Brown Health's Chief Executive Officer works closely with the Committee to make recommendations on the above topics and keep the Committee informed about contemplated compensation changes for executives and other key employees, as well as candidates for these roles. The CEO also provides periodic updates to the Committee regarding Brown Health's performance relative to compensation-related performance objectives. The Committee's deliberations and actions are documented in minutes prepared for each meeting.PROCESS FOR DETERMINING COMPENSATION Valuation of Total Cash and Total Remuneration: No less frequently than annually, the Committee receives and reviews a total cash compensation valuation of all existing executive compensation program participants prepared by its independent compensation consultant. Annually, the Committee also receives and reviews a total remuneration valuation of all existing executive compensation participants. Base Salary Actions: The CEO recommends any salary adjustments for participants in the executive compensation program, using the results of the valuation study and his/her assessment of individu”

“Newport Hospital Foundation (NHF) supports, encourages and coordinates the development of comprehensive integrated health care-related services for the advancement and well-being of the community, through fundraising and fund management in furtherance of the purposes of Newport Hospital and through all other relevant means, and to promote the charitable, scientific and educational purposes of Brown University Health and each other entity that may be directly or indirectly affiliated with Brown University Health.”

“While NHF did not produce an audited financial statement as of and for the fiscal year ended September 30, 2024, it was included in Brown Health's audited consolidated financial statements, in which one column is used for NHF individually. There are no regulatory or creditor stipulations which require the preparation of a separate audited financial statement for NHF.The Brown Health Audit and Compliance Committee assumes responsibility for oversight of the audit of Brown Health's consolidated financial statements and the selection of Brown Health's independent accountant.”