Crc Real Estate Corporation

“Members or stockholders the sole member of crc real estate corporation (crc) is children's healthcare of california (chc). Effective january 1, 2025, the parent company of this filer merged with the parent company of rady children's hospital of orange county. The surviving parent corporation was renamed rady children's health.”

“Persons who may elect members of the governing body directors of crc (except the president) shall be appointed annually by the member, based on the nomination(s) provided by crc real estate corporation's board of directors.”

“The governing body's decisions subject to approval the approval of the member shall be required with respect to any of the following actions: (1) changing the purposes and powers of crc; (2) obligating crc to undertake any capital expenditure in excess of $5,000,000; (3) adopting crc's annual operating and capital budgets; (4)buying, selling, leasing, mortgaging, pledging, or otherwise hypothecating any real property; (5) incurring any indebtedness in excess of $5,000,000; (6) obligating crc to act as guarantor with respect to any debt of any person or other entity; (7) accepting any donation which is (i) conditioned upon crc's undertaking any capital expenditure in excess of $5,000,000 or (ii) contains conditions, when compliance with the conditions would have significant impact upon the purpose, nature, plans or identity of crc; (8) entering into any contract (other than a lease of real property in which crc is the landlord) which involves any of the following: (i) any financial obligation on the part of crc in an amount in excess of $5,000,000, (ii) any purpose or activity which is outside the scope of crc's ordinary course of business, or (iii) a term in excess of five years (unless the contract is terminable at will); (9) involving crc in any merger, acquisition, corporate restructuring, or formal affiliation; (10) involving crc as a member, shareholder, or partner in any new corporation, partnership, or other legal entity; (11) dissolving crc; (12) entering into any transaction involving the sale, lease, conveyance, exchange, transfer or other disposition of all or substantially all of crc's assets; (13) amending crc's articles of incorporation; (14) adopting new bylaws or amending existing bylaws.”

“Process of review before filing, the tax return and schedules are reviewed by the audit and compliance committee of rady children's health's board. The cfo reviews the materials with the committee. A complete copy is also shared with all board members prior to filing using electronic communication systems.”

“Monitoring and enforcing compliance of conflict of interest policy the choc compliance officer is charged with monitoring proposed or ongoing transactions for conflicts of interest and addressing any potential or actual conflicts. Pursuant to the conflicts of interest policy, an annual conflict of interest questionnaire, aimed at determining any family and business relationships and transactions or other transactions that may pose a potential conflict, is distributed to all covered persons (i.e., board members, officers and executive leadership). Covered persons are required to disclose real or potential conflicts at the time when such conflicts arise. When an individual becomes a covered person and annually thereafter, each covered person is required to sign a statement affirming that he/she: (1) has received a copy of the conflicts of interest policy and understands said policy; (2)has read the policy and understands said policy; and (3)agrees to comply with all requirements of the policy, including completing the conflicts of interest questionnaire. The completed questionnaires are reviewed by the compliance officer and any persons with actual or potential conflicts are contacted via written communication. The procedures for addressing any conflict of interest may include but are not limited to the following: (1)the conflicting interest is fully disclosed to the board of directors; (2)the interested person responds to factual questions related to the conflict, the substance of the transaction or the arrangement being considered; (3)the person with the conflict of interest is excluded from any discussion or approval of such transaction; (4)if applicable alternatives to the proposed transaction are investigated, competitive bids or comparable valuations are obtained; and (5)the transaction or action must be approved by a majority of disinterested persons.”

“Process of determining compensation of the ceo and other officers an independent board committee of chc charged with the duties of the compensation committee, whose members are disinterested and independent, is in place with a written compensation committee charter. This committee annually retains an independent healthcare compensation consulting firm to provide relevant comparability data and other compensation studies. The ceo, officers and executive management salaries, incentives and benefits, as well as overall compensation philosophy and policies, are discussed with the independent consultant representatives and the compensation committee members, in person, in closed sessions with no staff members present. This annual review was last performed in october 2023. All comparative market data, such as annual compensation survey comprised of a peer group of comparably sized pediatric hospitals, is well documented and there are minutes from these meetings that document the members present and voting, the comparative data used and how it was obtained and the deliberations and decisions of the committee. The results and recommendations from the committee are shared in an executive session with the chc board of directors.”

“Disclosure copy while federal tax laws do not mandate that the organization's governing documents, conflict of interest policy and financial statements are made available for public inspection, the organization makes its financial statements available upon request.”