Miami Children'S Health System Foundation Inc

“Nicklaus children's hospital foundation relied on the methods of establishing compensation used by nicklaus children's health system, inc. The organization and compensation committee of nicklaus children's health system, inc.'s board of directors contracts with an external consultant to obtain market surveys for the ceo and other executives. The consultant assists the organization and compensation committee in establishing a compensation program for the ceo and other executives. Survey results and compensation best practices are shared with the organization and compensation committee of the board. Persons with a conflict of interest with respect to the compensation arrangement at issue are not involved in establishing executive salary and benefits programs. Deliberations and decisions regarding the compensation agreement are contemporaneous documented. This process is completed in the first quarter of each year.”

“MATTHEW A. LOVE and Mario Murgado have a business relationship due to serving on the board of directors of Children's Health Ventures.”

“The Executive Committee is composed of at least three (3) Directors elected by the Board of Directors. A majority of the members present and voting constitutes a quorum for the transaction of business, The Executive Committee has and exercise the authority of the Board of Directors in the management of the Foundation, except that it shall not take any action with respect to (a) election of officers; (b) the filling of vacancies on the Board of Directors and (c) the adoption, amendment or repeal of any By-laws. The Executive Committee shall report to the Board of Directors any action taken by the Executive Committee at the next meeting of the Board of Directors”

“Nicklaus children's hospital foundation was converted to a disregarded entity of miami children's health system as of 12/31/2020. See attached articles of conversion and articles of organization.”

“The organization's sole member is nicklaus children's health system, inc. The sole member has the authority to elect members to the board of directors and approve decisions of the board.”

“The elected members of the board shall be elected by nicklaus children's health system (the sole member), after taking into consideration any recommendations of the board.”

“The Board shall not take any action with respect to the following without the approval of Nicklaus Children's Health System (the sole Member): a) Modify the mission, purpose or scope of the foundation, or materially change the location, size or scope of services, programs, operations or educational or medical school affiliations of the foundation or related agreements; b) Create any entity in which the foundation is the sole member or sole shareholder, or any entity in which the foundation has a direct or indirect oversight role, which may include not-for-profit, for profit, limited liability companies, or any other legal entity; c) Sell, lease, purchase, create, dissolve, convey, mortgage, grant a security interest or otherwise dispose of any affiliated, controlled, or joint venture entity, any real or personal property or other assets (or any interest in any of the foregoing), or incur debt for money borrowed or guarantee the debt of another, not in the ordinary course of business; d) Approve annual operating or capital budgets, strategic and long-range plans, major fund-raising programs, physician compensation or other agreements, managed care contracts or other financial commitments or material deviations from such budgets, plans, agreements or commitments; and e) Approve financial, accounting, human resource, employee benefit, compliance policies or procedures, medical staff bylaws (including amendments) or other policies and procedures, or the appointment or engagement of auditors, legal counsel and consultants, which are in any way contrary to the policies and procedures adopted from time to time by the Member.”

“The following describes the process for providing the board of directors with a copy of the form 990 and reviewing it: 1. The draft tax form 990 will be emailed to the audit and compliance committee chair for review and comments prior to filing. 2. The paid tax preparer will present a summary of the information to the finance committee of the board. 3. Questions will be answered and if necessary, tax forms will be adjusted. The chair will approve the form 990. 4. The final form 990 will be posted on the board web portal prior to filing.”

“All NICKLAUS CHILDREN'S HEALTH SYSTEM FOUNDATION employees are informed upon hire, and on an annual basis thereafter, that they have an affirmative duty to disclose any actual, potential or perceived conflicts of interest. They are required to complete a conflict of interest disclosure form upon hire, annually and whenever a change in circumstances warrants. Conflict of interest disclosure forms are forwarded to the Compliance Department by the Talent Management and Effectiveness Department. These forms are initially reviewed by Compliance Department Staff. When deemed necessary, the Compliance Department collaborates with the Legal Department. Conflicts of interest that necessitate Board awareness and action are presented to the Audit and Compliance Committee of the Board for resolution and imposition of sanctions. ANY POTENTIALLY CONFLICTED BOARD MEMBERS ARE RECUSED FROM BOARD DELIBERATIONS AND VOTING ON ITEMS IN WHICH THEY HAVE A POTENTIAL CONFLICT. If warranted, in addition, on an annual basis, Board Members, Principal Officers and Board-Delegated Committee Members sign a statement which affirms that each individual: (A) Has received a copy of the Conflict of Interest Policy; (B) Has read and understands the Policy; (C) Has agreed to comply with the Policy; and (D) Understands that the Foundation is a charitable organization and that in order to maintain its federal exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes. A process is in place for managing situations in which it is discovered that an individual who is covered by the Foundation's Conflict of Interest Policy failed to properly disclose a potential conflict of interest.”

“The organization and compensation committee of mchsf board of directors contracts with an external consultant to obtain market surveys for the ceo and other executives. The consultant assists the organization and compensation committee in establishing a compensation program for the ceo and other executives. Survey results and compensation best practices are shared with the organization and compensation committee of the board. Persons with a conflict of interest with respect to the compensation arrangement at issue are not involved in establishing executive salary and benefits programs. Deliberations and decisions regarding the compensation agreement are contemporaneous documented. This process is completed in the first quarter of each year.”

“Financial statements, governing documents, and conflict of interest policies are not required disclosures pursuant to Internal Revenue Code (IRC) Section 6104. These documents are not available to the public at this time.”

“Equity transfer - Nicklaus Children's Health System - -668935; Conversion to Disregarded Entity of Nicklaus Children's Health System - -XXX-XX-XXXX; Transfer to related entity - MCH Research Institute, Inc. - -2592351;”

“Miami children's health system, inc. (ein 45-3481327) files in its name all forms w-2 and 1099 for the filing organization, miami children's health system foundation, inc.”