Wake Forest University Health Sciences

“Michael rutherford and terry williams, both officers of the organization, were board members of medcost benefit services.”

“Effective july 1, 2010, the governing boards of four north carolina nonprofit corporations (wake forest university, north carolina baptist hospital, wake forest university health sciences, and wake forest university baptist medical center) entered into an agreement (the "medical center integration agreement or "mcia") under which the operation of each of north carolina baptist hospital ("ncbh") and wake forest university health sciences ("wfuhs") was delegated to wake forest university baptist medical center ("wfubmc"). Wfuhs is a wholly-controlled subsidiary entity of wake forest university ("wfu"). Wfubmc is a membership nonprofit corporation whose two equal members are ncbh (which entity is unrelated to wfuhs and wfu) and wfu. The goal is consolidation of management in wfubmc of the various academic medical center operations, subject to substantial reserved powers in each of the constituent members' (or in wfuhs') boards. Effective march 17, 2014, the entity contracted with c. Michael rutherford as its chief financial officer and treasurer. Mr. Rutherford is an employee of warbird consulting partners, a healthcare executive management services company. Mr. Rutherford's reportable compensation paid by warbird in calendar year 2014 for his services as the organization's chief financial officer and treasurer was $670,192.”

“On november 5, 2014, the board of directors of the filing organization [wfuhs] approved several changes to the medical center integration agreement ("mcia"). The filing organization was one of four parties to the mcia; the approval by the board of trustees of wake forest university (the sole member of the filing organization) of these mcia changes on january 30, 2015 made them final. Effective february 1, 2015, changes relate to medical center board committees and the establishment of a new community benefit advisory board. Medical center board committees will now include the medical center ceo as an ex officio member of each committee; the executive committee will be comprised of the medical center chair and vice-chair, the chair and vice-chair of the audit and compliance committee, and the chair and vice-chair of the new governance and compensation committee. Five existing medical center board committees (finance and business affairs; health systems operations and quality; academic affairs; facilities and innovation quarter; and faith and community health) are eliminated. The medical center audit and compliance committee will be comprised of three (3) wfu appointees and three (3) ncbh appointees, plus the medical center board chair, ex officio. The chair and chair designate for this committee will follow a similar two-year rotation plan as that for the medical center board. The governance and compensation committee will consist of the board chair and vice-chair, and two (2) appointees each from the wfu and ncbh board from their medical center board electees. The chair/chair designate two-year rotation plan also applies to this committee. Going forward, only medical center board members will populate medical center board committees, but the wfuhs and ncbh separate investment committees will continue. The wfubmc bylaws call for appointments to wfubmc board committees to be made by wfu or its board of trustees, as a member of the wfubmc corporation, but the wfu board of trustees on january 30, 2015 at its meeting delegated the authority to make such appointments to the wfuhs board of directors. Creation of an academic subcommittee of the health affairs committee (which committee comprises a portion of the filing organization's board of directors) the mcia amendment's changes included the elimination of several medical center board committees; among those eliminated was the academic affairs committee, whose members had included wfu-appointed members drawn from the wake forest university board of trustees health affairs committee and functioning, when sitting in the medical center board academic affairs committee's meetings, as a subcommittee holding delegated authority from the wake forest university board of trustees to approve the appointment of non-tenured university faculty in the medical school (the wfu health affairs committee having been granted the further authority to create a subcommittee for this purpose by the wfu policy resolutions). As the medical center board's academic affairs committee was eliminated, the wfu health affairs committee on january 30, 2015 constituted a new academic subcommittee for such purpose, and named as the members of such subcommittee, "those members of the [wfu] health affairs committee who are, from time to time, members of the wake forest university baptist medical center board of directors".”

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

“The directors of wake forest university health sciences are elected by the board of trustees of its sole member, wake forest university.”

“Decisions of the organization's governing body which require approval by the organization's sole member, wake forest university, include amendments to certain fundamental documents (articles of incorporation and bylaws); the conveyance or encumbrance of the organization's real estate; academic appointment of faculty, grant of tenure and dismissal; and dissolution.”

“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. The audit and compliance committee of the governing board of the filing organization reviews in additional detail the filing organization's form 990 with the organization's chief financial officer and/or his designee, who answer questions and address concerns raised by such committee members or by other filing organization directors. If modifications are required following such review and comment, the revised form 990 is redistributed to all directors prior to its filing with the irs, along with a report noting the modifications.”

“The organization requires officers and key employees to annually review the conflict of interest policy and determine any potential conflicts of interest. Any potential conflicts noted in the questionnaire are reviewed by a standing committee for appropriate resolution. All members of the board of directors are required to determine and report annually, and as they arise, any potential conflicts of interest to the secretary of the board of directors. The resolution of potential and actual conflicts is subject to the approval of the chair of the board and is reported to the chair of the audit & compliance committee of the board of directors.”

“From july 1, 2014 through january 31, 2015, the executive committee of wake forest university baptist medical center ("wfubmc") board of directors functioned as the compensation committee of the board of directors and pursuant to a delegation by the filing organization, reviewed and approved the appointment and compensation of the senior executives of the filing organization. Beginning february 1, 2015, that role is fulfilled by the governance and compensation committee of wfubmc. No member of the wfubmc governance and compensation committee is an employee of the medical center or of the filing organization. The governance and compensation committee relies upon an external, independent compensation consultant experienced in healthcare to provide the committee with compensation comparability data for new executive position appointments and for compensation reviews for existing executives. The consultant, which is retained directly by the governance and compensation committee, provides third-party information and evaluates the competitiveness and reasonableness of executive compensation and benefits programs in relation to market practices for similarly-situated nonprofit healthcare organizations. The committee makes its decisions with respect to executive compensation in accordance with the filing organization's policies, irs regulations, and standard corporate governance practices. Such policies include adherence to: board-established executive compensation philosophy and review processes; processes ensuring governance and compensation committee member and compensation consultant independence; use of valid market comparisons of data from peer academic medical centers of similar organizational structure, size, and complexity; careful documentation of all compensation decisions; and establishment of the rebuttable presumption of reasonableness, per irs guidelines. Minutes of the deliberations of the governance and compensation committee are contemporaneously maintained and that comparability data is maintained in the medical center's office of executive compensation services. In the event that a member of the governance and compensation committee has a conflict of interest related to executive appointment or compensation, that member does not participate in the deliberation or approval of appointment or compensation and such abstention is noted in the committee's meeting minutes.”

“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 not available to the public.”

“Donald e flow filing org 2.0 related org 16.0 donna a boswell phd filing org 4.0 related org 10.2 james r helvey iii filing org 2.0 related org 9.0 james j marino filing org 2.0 related org 5.0 james t williams, jr filing org 2.0 related org 5.0 gerald f. Roach filing org 2.0 related org 4.0 brenda k. Cline filing org 2.0 shelmer d blackburn jr filing org 2.0 related org 4.0 bobby r. Burchfield filing org 2.0 related org 7.2 richard a. Brenner filing org 2.0 kathleen b. French filing org 2.0 related org 3.0 james w johnston filing org 2.0 matthew a. King filing org 2.5 related org 6.5 nathan o hatch phd filing org 3.0 related org 37.0 john d mcconnell md filing org 7.5 related org 11.5 unrelated org 21.0 ann s. Hanes filing org 2.0 andrew j schindler filing org 4.0 related org 8.0 edward abraham md filing org 34.9 related org 5.1 j reid morgan filing org 8.0 related org 32.0 anita m conrad filing org 10.0 related org 30.0 terry l hales jr filing org 6.6 related org 14.4 unrelated org 19.0 lisa m wyatt filing org 15.0 related org 5.0 unrelated org 20.0 cheryl e. H. Locke filing org 3.0 related org 5.0 unrelated org 32.0 norman d potter, jr filing org 15.0 related org 5.0 unrelated org 20.0 karen h huey filing org 11.0 related org 5.0 unrelated org 24.0 eric tomlinson dsc phd filing org 5.0 related org 35.0 terry g. Williams filing org 12.0 related org 6.0 unrelated org 22.0 k. Barbara carbone md filing org 4.0 related org 11.0 unrelated org 25.0 chad a. Eckes filing org 7.0 related org 5.0 unrelated org 28.0 c. Michael rutherford filing org 8.0 related org 5.0 unrelated org 27.0 kevin p. High, md filing org 12.0 related org 10.0 unrelated org 18.0 deette m. Emon filing org 5.0 related org 5.0 unrelated org 30.0 neal kon md filing org 40.0 ross ungerleider filing org 40.0 edward kincaid md filing org 40.0 malcolm marks md filing org 40.0 charles branch jr md filing org 40.0 william b applegate md filing org 40.0 russell m howerton md filing org 18.0 unrelated org 22.0 joanne c ruhland filing org 15.0 unrelated org 25.0 north carolina baptist hospital is an unrelated organization to the filing organization and the information concerning hours devoted to it are not required to be reported, but are included because of the structure of wake forest university baptist medical center, of which the filing organization and north carolina baptist hospital are principal parts. In general, the corporate officers of the medical center also serve as the corporate officers of north carolina baptist hospital and wake forest university health sciences.”

“Equity method affiliates 10,748,540. Actuarial gain 9,334,764.”