Baptist Health Foundation Richmond Inc

“The organization's sole member is Baptist Healthcare System, Inc., (EIN: 61-0444707), a non-profit, tax-exempt corporation organized under and pursuant to the provisions of the laws of the Commonwealth of Kentucky.”

“Baptist Healthcare System, Inc., the sole member, has the authority to appoint the board members for Baptist Health Foundation Richmond, Inc.”

“Actions Requiring Member Approval: The consent and approval of the Member shall be required for all major corporate actions, and any act the result of which would be to: (a) amend, repeal, or alter the Amended and Restated Articles of Incorporation or the Amended and Restated Bylaws; (b) merge or consolidate or agree to merge or consolidate the Corporation with or into any other organization; (c) liquidate, reorganize, or recapitalize the Corporation; (d) create or incur any indebtedness which exceeds $50,000; (e) make any capital expenditure which exceeds $50,000; (f) authorize the execution of any contract, agreement, or similar instrument by which the Corporation may be obligated to pay more than $50,000 in any year; (g) other than acquiring marketable securities held for investment purposes, acquire the stock of any corporation or invest in or acquire any interest in any business enterprise; (h) sell or agree to sell or otherwise dispose of all or a substantial part of the assets of the Corporation or any investment or interest in any business enterprise, other than marketable securities disposed of in the ordinary course of the Corporation's activities; (i) adopt the Corporation's annual operating budget and capital expenditures budget; (j) accept any gift that requires the Corporation or the Member to match funds, to carry out substantial new activities in connection with the gift. or that is made subject to restrictions that are not clearly consistent with the Corporation's charitable purposes and with the Member's mission; (k) accept any gift of real property; (l) accept any gift that requires the Corporation or the Member to assume indebtedness; (m) make any gift or contribution to any organization other than the Member or Baptist Health Richmond unless such gift or contribution is approved by the Member or is consistent with guidelines established by the Member; or (n) adopt investment guidelines.”

“The Form 990 is internally prepared and reviewed by an outside accounting firm. The governing body receives an electronic copy of the Public Disclosure Copy of the Form 990 for review prior to filing with the IRS. Any questions or comments are addressed by explanation or a change to the form.”

“Annually the Secretary of Baptist Healthcare System, Inc. (BHS) sends out a conflict of interest questionnaire to each of the Directors serving on the Board of Baptist Health Foundation Richmond, (BHFR). After completion, they are returned to the Secretary and reviewed by the Board or the Governance Effectiveness Committee for any potential conflicts. A conflict of interest is any circumstance, relationship (financial or otherwise), activity or decision (made in the course of governance, management or professional responsibilities or otherwise) that adversely influences or appears to adversely influence the ability of a covered person to: 1) make objective decisions on behalf of BHFR and/or 2) act in the best interests of BHFR in a manner consistent with the tax-exempt purposes of BHFR. The Board or Committee will determine by a majority vote of disinterested directors whether the disclosed financial or special interest may result in a conflict of interest.”

“The officers of Baptist Health Foundation Richmond, Inc. are not employees of Baptist Health Foundation Richmond, Inc. but are employees of Baptist Healthcare System, Inc., a tax-exempt 501(c)(3) organization which is the sole member of Baptist Health Foundation Richmond, Inc. The officers are compensated by Baptist Healthcare System, Inc. Annually, the Baptist Healthcare System, Inc. Compensation Committee reviews the compensation, including base compensation and incentive compensation for the President and all officers of Baptist Healthcare System, Inc. The Baptist Healthcare System, Inc. Compensation Committee is comprised of independent Board Members. The Committee retains a Compensation Consultant to advise the Committee and who provides data as to comparable compensation for similarly qualified persons in functionally comparable positions at similarly situated healthcare organizations. The Committee reviews this information in approving annual base and incentive compensation and other items of reportable compensation described on Schedule J of the IRS Form 990. The decisions of the Committee regarding compensation are contemporaneously documented in the minutes of the Committee. Annually, the Committee Chairperson and the Compensation Consultant provide a report on executive compensation to the full Board of Directors of Baptist Healthcare System, Inc.”

“The organization will provide any documents open to public inspection upon request.”

“Officers of Baptist Health Foundation Richmond, Inc. provide services to Baptist Healthcare System, Inc. and its subsidiaries. Hours worked are not tracked on an entity by entity basis. Therefore, all officers' hours reported on Form 990, Part VII, Compensation of Officers, Directors, Trustees, Key Employees, Highest Compensated Employees, and Independent Contractors represent aggregate hours worked per week for all entities. Greg Gerard received compensation from Baptist Healthcare System, Inc., a related organization of Baptist Health Foundation Richmond. The compensation he received is for his role at Baptist Healthcare System, Inc., and not for his role as a Director of Baptist Health Foundation Richmond, Inc.”

“The employment tax returns for the employees reported on Line 2a were reported under a common paymaster. The employment taxes were paid and all employment tax returns were filed by Baptist Healthcare System, Inc., (FEIN:61-0444707).”