Bon Secours Health System Inc

“On August 4, 2017, the articles were amended to update Exhibit A (list of supported organizations).”

“Bon Secours, Inc. is the sole member of Bon Secours Health System, Inc.”

“The governing body of Bon Secours Health System, Inc. is appointed by its member Bon Secours, Inc.”

“Certain authorities of Bon Secours Health System, Inc. are reserved to its Member, Bon Secours, Inc.”

“The process the organization uses to review the Form 990 consists of a review by the organization's Audit and Compliance Committee and providing the form to the Board of Directors to allow for a thorough review by both prior to the filing date. The organization's Audit and Compliance Committee and Board of Directors have reviewed the Form 990, scheduled time on meeting agendas, and asked questions regarding the Form 990 before the return was filed.”

“The organization regularly and consistently monitors compliance with the conflict of interest policy. On an annual basis, all persons subject to the policy, including all officers, directors and key employees are required to make certain disclosures. These include disclosures related to certain personal, financial and organizational relationships that may present a conflict, or the appearance of a conflict of interest with the organization. All disclosures go through a three-part review process: (1) disclosures are reviewed first by the corporate responsibility officer (CRO); (2) a governance team comprised of the CEO, board president, board chair, CRO, and the BSHSI CRO participate in a second review of all disclosures during which recommendations are made as to the resolution of any conflicts or potential conflicts. Depending on the facts and circumstances, resolutions may include ongoing disclosure, recusal or removal of the conflict; and (3) all disclosures and recommendations are reviewed by a board committee (audit and compliance committee reviews the disclosures of management and the governance committee reviews the disclosures of the board and board committee members).”

“The compensation committee of the board of Bon Secours Health System, Inc. (BSHSI) engages in a comprehensive process for the oversight and management of remuneration for executive employees and disqualified parties of the BSHSI. The compensation committee consists of a group of independent board members and engages an independent external compensation consultant to ensure they receive appropriate analysis of market and follow the practices necessary to obtain full compliance with the IRS' rebuttable presumption of reasonableness. The committee establishes and maintains a compensation philosophy; reviews pay practices against local, regional and national healthcare organizations and approves all remunerative decisions for this group of individuals. The committee reviews and receives assurances that all levels of pay within the organization are reasonable based on performance and validates incentives are met. These decisions are documented in the BSHSI board of directors and compensation committee minutes. Form 990, Part VI, Section B, Line 15b - Compensation Process Other Officers/ Key Employees: For those key employees and highest paid employees that are not reviewed by the BSHSI compensation committee, the process included a review and approval by independent persons, comparability data, and contemporaneous substantiation of the deliberation and decision. In the review, the other officers or key employees of the organization were compared to other hospitals' employees in the area that hold the same title. During the review and approval of the compensation, documentation of the decision was recorded in human resources.”

“BSHSI provides any documents open to public inspection upon request.”

“As the parent organization of nine local systems, Bon Secours Health System, Inc.'s officers, directors, key employees and highly compensated employees have duties and responsibilities which encompass the activities of many of the related organizations within those local systems. Sr. Elaine Davia and Sr. Fran Gorsuch do not receive payroll distributions as they have taken a vow of poverty. Part VII, Section B: Five Highest Paid Independent Contractors Providing Services: Independent contractors and vendors paid/invoiced to Bon Secours Health System, Inc. are generally for services covering a majority of the related organizations, if not all.”

“The reported Federal Income Tax Expense and Liability of $1,680,883 relates to a gain on the sale of real property from an interest in a joint venture partnership. The gain reported is for book/GAAP purposes. The transaction qualified under Internal Revenue Code Section 1031, which allows taxpayers to defer recognition of capital gain and related federal income liability on the exchange of certain types of property. As a result, this tax expenses is deferred and will not be reported on Form 990-T until such date that the applicable asset is sold.”

“Transfers from Affiliates for Principal & Swaps 32,766,870. Add'l Minimum Pension Liability 24,876,661. Changes in Minority Interest JVs -1,218,761. BSNY Deficit Funding 25,000,000. YE Pension Adjustment -5,417,086. Bond Payments and Debt Reclass -12,539. Rounding -1.”