Sarasota Memorial Healthcare Foundation

“Each member of the board of trustees receives an electronic copy of the entire 990 prior to filing.”

“Trustees, officers, employees and members of any committee with governing board delegated powers are covered by the policy and are required to disclose the existence of any financial interest which may be a conflict of interest. A person has a financial interest if the person is 1) an officer or director or employee of an organization which is applying for or receiving a grant from the foundation, 2) has an ownership or investment interest of greater than 5% in any entity with which the foundation has a transaction or arrangement, and/or 3) has a compensation arrangement with the foundation or with any entity or individual with which the foundation has a transaction or arrangement. Compensation includes direct and indirect remuneration as well as gifts or favors reasonably considered not insubstantial. The interested person is given the opportunity to disclose all material facts to the trustees or members of committees considering the proposed transaction or arrangement. A conflict may be declared by the interested person without further action, or the board or committee may make a determination after disclosure of the financial interest and all material facts. After any discussion with the interested person, he or she shall leave the meeting while the board or committee discusses the matter and determine by majority vote of the disinterested trustees or committee members whether a conflict of interest exists. If a conflict of interest is found to exist, 1) the board or committee may appoint a disinterested person or committee to investigate the proposed transaction which involves a conflict of interest, or 2) the board or committee shall determine, by majority vote, whether the transaction or arrangement is in the foundation's best interest and whether to proceed or reject the proposal. During the discussion and vote on the matter, the interested person with the conflict of interest shall not be present. A voting member of the board of trustees or of any committee who received compensation directly or indirectly from the foundation for services is precluded from voting on matters pertaining to that member's compensation. If the board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member and afford the member an opportunity to explain the alleged failure to disclose. If, after hearing the member's response, the board or committee determines that the member has failed to disclose as required, it shall take appropriate corrective action.”

“The compensation guidelines assist the board in fulfilling its responsibilities to achieve the foundation's goals and objectives according to the mission statement and updated by the strategic plan. The allocation of financial and human resources is designed for that particular purpose and the board recognizes that achieving the mission requires attracting, retaining and rewarding skilled executives and personnel within appropriate guidelines established by good governance practices. The board wishes to establish compensation incentives that are competitive in the marketplace and balanced between short and long-term performance designed to motivate and reward mission directed performance. The governance and compensation committee is responsible for the functioning of the board of trustees and ensures that an effective performance evaluation and compensation process is in place. Duties include 1) facilitate the annual performance review of the foundation president. Invite performance feedback from all board members. At an annual executive session of the board, share feedback, and reach consensus on overall performance rating. 2) annually recommend compensation and bonus levels to the board for the foundation president. 3) compensation for senior executives must meet standards under irs intermediate sanctions regulations as they apply to disqualified persons. This includes the president and other key staff. Compensation, for purposes of intermediate sanctions, includes all remuneration. Annually the full board meets to establish the mission-oriented strategy for the coming year and approve the annual plan for allocating financial resources. The strategy will become the basis for establishing performance goals for the organization as a whole and for individuals. The governance and compensation committee establishes mission-oriented performance goals and overall compensation philosophy for the coming year based on the strategy and financial resources. The board has determined that merit increases and bonuses are based on performance in achieving the foundation's objectives to fulfill the mission and strategic plan. The board has also set a goal that all staff, including executives, receive market competitive compensation including benefits. The president or designee evaluates each staff member during the annual planning process and compensation is adjusted based on performance, the board approved annual operating budget, and the market based salary point for that position. The president has parameters for total compensation paid to staff based on the board approved annual operating budget and is required to inform the executive committee whenever compensation will exceed those parameters. The governance and compensation committee evaluates the president annually at the end of the each fiscal year and determines the annual rating based on performance, achievement of goals and comparable compensation for like positions in similar organizations. To meet the reasonable standard of the irs, the foundation has identified a group of organizations most comparable to the foundation in terms of revenues and their sources, scope of activities, mission, quality of staff they recruit and public prominence. The total compensation for the ceos of these organizations is used to determine reasonableness.”

“The organization makes its governing documents, conflict of interest policy, and financial statements available to the public upon request.”

“Volunteer governing board of trustees plus volunteer committee chairs and members for special events.”

“Wages are paid by and reimbursed to smh health care, inc.(fein 59-2620159)”

“Change in value of split interest agreement 140,492. Return of grant funds 160,811. Unrealized gain on perpetual trusts 168,878. Net investment (income) loss reported on schedule k-1's received 112,325. Adjustment bad debt reserve 147,012.”

“The audit review process has not changed from the prior year.”