The Devereux Foundation

“Article I, Section 1 of the Bylaws of Devereux provides that Devereux shall be governed by a Board of Trustees of fifteen (15) to twenty-two (22) members of the Board. A minimum of five (5) members of the Board shall be parents, relatives, or guardians of individuals currently or formerly in Devereux's care. The Executive Committee of the Board, which consists of eight (8) members of the governing body, has the authority to act on behalf of the full Board of Trustees.”

“Christopher D. Butler, Trustee, and I. Steven Udvarhelyi, Trustee, have a business relationship.”

“Form 990 is provided in hard-copy or electronically to all Board members approximately two months before the filing deadline. Board members are requested to provide comments or questions to the CFO by a specific date, approximately three weeks from receiving the draft. The comments are reviewed by the CFO, who directs the response to all Board questions, and where appropriate, directs changes to be made to the Form 990. The Board is advised of the changes and given an opportunity for final review. Additionally, the CFO reviews any important issues regarding the Form 990 at a designated Board meeting, with followup as necessary after the meeting, and solicits additional Board comments and questions. After this review process, the CFO signs the Form 990 and submits it to the IRS.”

“Representatives of Devereux dealing with clients, parents, guardians, vendors, competitors or anyone who does or seeks to do business with Devereux are required to act in Devereux's best interests, disregarding any personal preference or advantage. Representatives shall make prompt and full disclosure to his/her manager and to the Internal Audit Department (and, in the case of Trustees and senior managers, to the Board's Audit and Compliance Committee) via the Devereux Conflict of Interest form of any prospective or actual situation that involves, may involve, or might appear to involve a conflict of interest. Members of the same family or living within the same domicile may be employed by Devereux in the same center or department unless the center Director or department head determines such employment is not in Devereux's best interest. Relatives of senior management or trustees, as well as those working in Human Resources, Payroll, and Internal Audit, shall not be hired by Devereux in any capacity unless approved in advance by the President/CEO. Each Devereux employee has the responsibility to report any actual or perceived conflicts of interest to management, Human Resources, the Vice President of Audit & Compliance or the Employee Helpline. The Helpline is an anonymous "whistleblower service",where complaints are processed by an independent third party retained by Devereux for this purpose and subsequently referred to the Vice President of Compliance. Annually, a copy of Devereux's business ethics policy is mailed or e-mailed to trustees, officers, directors and key personnel along with the annual Conflict of Interest Disclosure Statement, which must be signed and returned to the Director of Internal Audit within 30 days. The annual disclosure requires an acknowledgement of understanding Devereux's business ethics policy, as well as disclosure of any conflict, or appearance of a conflict, between personal interests and the interests of Devereux. Failure to comply or falsification of disclosure may result in disciplinary action, including possible dismissal. Newly-hired employees in the categories identified above are given this policy on the first day of their employment and are required to complete the annual Conflict of Interest Disclosure Statement immediately. All employees disclosing a conflict or potential conflict must have the Disclosure Statement reviewed and signed by the Executive Director at their location (President/CEO for Corporate staff) prior to sending it to Audit Services. All Annual Conflict of Interest Disclosure Statements identifying a conflict or potential conflict are reviewed by the Vice President of Audit & Compliance and any other officers or senior management determined to be appropriate, and submitted to the Audit & Compliance Committee of the Board of Trustees for review. No Disclosure Statement may be reviewed by the person submitting it or by a person directly supervised by the person submitting the report.”

“Devereux reviews officersExecutive Directors' salaries against the market on an annual basis in connection with the July meeting of the Executive Committee of the Devereux Board of Trustees, which serves as the Board's Compensation Committee. However, reviews may occur at other times to respond to changes in the market. During this benchmarking process, the Vice President of Human Resources conducts a review of salaries for benchmark positions for which there is sufficient market survey data and is focused on nonprofit competitors. Additionally, Form 990s of other comparable organizations are also reviewed on an annual basis from an analysis compiled by the Controller. The results of these reviews are compared against all Executive Directorsofficers' salaries. The review is intended to make Devereux's compensation both reasonable and competitive. The Vice President of Human Resources will make recommendations for adjustments, if necessary. Devereux's market for this salary review is primarily focused on simliarly sized organizations (budget, number of employees, revenue) in the behavorial health industry and structure (system vs. single entities). However, industry-wide health care and general industry data as provided by the U.S. Department of Labor or other sources as well as residential and educational surveys that become available or that Devereux may conduct may also be factored into the review. The results of the review conducted are typically validated by an outside compensation consultant at least every 2 years.”

“Devereux's Form 990 is available to the public through posting on Guidestar (www.guidestar.org). It is also available upon request. The Audited Financial Statements are available upon request, and summarized financial information is included in our Annual Report, which is distributed to constituents and posted on our website. Devereux does not make its governing documents or conflict of interest policy available to the general public outside of this Form 990.”

“The Devereux Foundation d/b/a Devereux Advanced Behavioral Health (Devereux) is a related organization to Devereux Community Based Care, Inc. (DCBC), a 501(c)(3) organization that coordinates the delivery of child welfare service in Indian River, Martin, Okeechobee and St. Lucie counties in the State of Florida. This includes the provision of case management,emergency shelters, in-home protective services, relative care placements, foster care, foster care supervision, intensive residential treatment, independent living, family reunification, and adoption and appropriate related services. Although Devereux appoints a simple majority of the number of Directors on the DCBC board, Devereux does not control DCBC since certain major actions require two-thirds consent of the Directors. Accordingly, Devereux is only a related entity, not a controlling entity. Devereux entered into an Administrative Services Agreement with DCBC, under which Devereux provides certain financial, information technology, human resources, benefit administration, legal, insurance and other services for DCBC. For these services, Devereux received $673,387 from DCBC for the year ended June 30, 2017.”

“The number of employees listed is the total number of employees who worked at Devereux during the year, including those who left employment during calendar year 2016, as reported on Form W-3.”

“Devereux reported four bonds on Schedule K: Chester County Health and Education Facilities Authority Revenue Bonds, Series of 2016 (for which $18,225,000 was outstanding at June 30, 2017); the Chester County Health and Education Facilities Authority Revenue Bonds, Series 2011 (for which $4,277,000 was outstanding at June 30,2017); the Chester County Health and Education Facility Authority Bonds, Series 2012 (for which $6,682,000 was outstanding at June 30, 2017); and Colorado Health Facilities Authority Revenue Bonds, Series 2012 (for which $4,225,000 was outstanding at June 30, 2016). The Series 2011 and both of the Series 2012 Bonds were acquired by financial institutions.”