Pediatric Specialty Group Inc

“THE ORGANIZATION AND COMPENSATION COMMITTEE OF NICKLAUS CHILDREN'S HEALTH SYSTEM'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 AND USED IN ESTABLISHING EXECUTIVE SALARY AND BENEFITS PROGRAMS. THIS PROCESS IS COMPLETED IN THE FIRST QUARTER EACH YEAR. The CEO is paid by Nicklaus Children's Health System, Inc., a related organization, therefore this has been answered no in accordance with the instructions.”

“The organization and compensation committee of nickalus 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 and used in establishing executive salary and benefits programs. Pediatric specialists of america relied on the methods of establishing compensation used by nicklaus children's health system.”

“There shall be an Executive Committee of the Board of Directors composed of three (3) Directors elected by the Board of Directors, one of whom must be the Chair of the Board and one of whom must be a physician employed by the Corporation. No non-Director members shall serve on the Executive Committee. A majority of the members of the Executive Committee shall constitute a quorum for the transaction of business and for taking any action. The Executive Committee shall have and exercise the authority designated to it by the Board of Directors in the management of the Corporation. 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. Members of the Executive Committee may be removed by the Board at any regular or special meeting of the Board of Directors.”

“NARENDRA KINI AND TIMOTHY BIRKENSTOCK - Business relationship”

“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 number of directors of the corporation shall be established by resolution of the board of directors of the sole member; provided that there shall be no fewer than 6 and no more than 15 directors. Any director may be removed from office by action of the sole member or the elected members of the board so permitted to vote, for any cause or reason deemed sufficient by the member or the elected members of the board so permitted to vote.”

“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 CORPORATION, or materially change the location, size or scope of services, programs, operations or educational or medical school affiliations of the CORPORATION or related agreements; b) Create any entity in which the CORPORATION is the sole member or sole shareholder, or any entity in which the CORPORATION 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 nicklaus children's hospital's process for providing its 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 comment. 2. Questions will be answered and if necessary, tax forms will be adjusted. The chair will approve the form 990. 3. The final form 990 will be posted on the health system board web portal.”

“ALL PEDIATRIC Specialists OF AMERICA ("PSA") EMPLOYEES ARE INFORMED UPON HIRE, AND ON AN ANNUAL BASIS THEREAFTER, THAT THEY HAVE AN AFFIRMATIVE DUTY TO DISCLOSE ANY ACTUAL, POTENTIAL OR PERCEIVED CONFLICT 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, 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 PSA 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 IT'S TAX-EXEMPT PURPOSES. A PROCESS IS IN PLACE FOR MANAGING SITUATIONS IN WHICH IT IS DISCOVERED THAT AN INDIVIDUAL WHO IS COVERED BY PSA'S CONFLICT OF INTEREST POLICY FAILED TO PROPERLY DISCLOSE A POTENTIAL CONFLICT OF INTEREST.”

“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.”

“The Corporation is organized exclusively for charitable, educational, and scientific purposes with the mission of enhancing wellness in pediatric patients through the optimal delivery of pediatric multi-specialty care.”

“Support Fees - Total Expense: 14420606, Program Service Expense: 11536485, Management and General Expenses: 2884121, Fundraising Expenses: ; Other Fees for Services - Total Expense: 4037582, Program Service Expense: 3230066, Management and General Expenses: 807516, Fundraising Expenses: ; Scanning & Coding Services - Total Expense: 3528640, Program Service Expense: 2822912, Management and General Expenses: 705728, Fundraising Expenses: ;”

“Transfer from affiliates - 31613302;”