The Hsc Foundation

“On september 1, 2019, children's national medical center (children's national) became the sole member of the hsc foundation (the foundation). Children's national is a district of columbia tax-exempt, nonstock corporation who along with its subsidiaries, provide health care services to infants, children, and youth in the district of columbia and the surrounding metropolitan area. No consideration was paid by children's national. Program service activity 2 form 990, part iii, line 4b the foundation provided seven sponsorships to organizations serving people with disabilities throughout the dc metropolitan area. The foundation provided project funding to engage health care providers and organizations to support efforts to develop the skills and abilities of community health workers who assist children and youth with special health care needs by providing them high quality training and mentoring support.”

“Form 990, part vi, line 1a under the foundation's prior bylaws, and until september 1, 2019, the executive committee shall have the power to exercise each and all of the powers of the board of directors in the same manner and to the same extent as if the committee were in fact the board of directors, provided that any action taken shall not conflict with previously established policies or directives of the board. However, nothing contained in these bylaws shall constitute a delegation to the executive committee of the following powers of the board of directors: to increase or decrease the number of directors; to fill vacancies on or remove directors from the board; to elect officers; to fill officers' vacancies; to remove officers; to sell, encumber or otherwise dispose of all or any material part of the assets of the corporation; to merge or consolidate the corporation with another entity; or to amend these bylaws. All executive committee minutes will be provided to all members of the board of directors prior to the next meeting of the board of directors. The executive committee shall consist of the chairman, vice chairman, secretary and treasurer of the corporation and up to four (4) additional at-large members who may be appointed by the chairman of the board, in his or her discretion. The president shall be an ex officio member of the committee. Effective september 1, 2019, children's national medical center (children's national) became the sole corporate member of the organization. Upon that affiliation, the existing board committees became advisory only. Significant changes to governing documents form 990, part vi, line 4 on september 1, 2019, the hsc foundation (the organization) affiliated with children's national medical center (children's national). In accordance with an affiliation agreement by and between the organization and children's national, children's national became the sole corporate member of the organization. The organization amended and restated its articles of incorporation and bylaws to designate children's national as its sole member. Additionally, the organization amended and restated its bylaws to comply with children's national's system of governance. Under children's national's system of governance, children's national retains certain authority over subsidiary entities. The retention of authority includes items such as: the authority to amend a subsidiary's governing documents, authorize the sale of substantially all assets, appoint/remove officers and directors, approve budgets, set signature authority, and adopt an enterprise-wide compliance plan. The affiliation agreement and the organization's amended and restated bylaws anticipate a five-year integration period, during such period the organization and children's national will share responsibility for certain authorities that are otherwise set under the system of governance. Members or stockholders form 990, part vi, line 6 on september 1, 2019, the organization affiliated with children's national. As of that date, children's national is the sole corporate member of the organization. Member's power to appoint one or more members of the governing body form 990, part vi, line 7a on september 1, 2019, the organization affiliated with children's national. Effective september 1, 2019 and for a period of five years thereafter, the members of the organization's governing body together with the board of children's national appoint the members of the organization's governing body. After september 1, 2024, children's national will appoint members of the organization's governing body. Member's authority to approve certain governance decisions. Form 990, part vi, line 7b on september 1, 2019, and by means of an affiliation agreement, the organization affiliated with children's national. Effective as of that date, the organization amended and restated its bylaws to comply with children's national's system of governance. Under children's national's system o”

“Form 990, part vi, line 11b effective september 1, 2019, children's national became the sole corporate member of the organization. Accordingly, this form 990 is prepared by an accounting firm and then reviewed by senior leadership including the cfo of the hsc foundation as well as the cfo of children's national. Once comments have been incorporated into the form 990, the form 990 is made available to the governing body.”

“Form 990, part vi, line 12c prior to september 1, 2019, the hsc foundation (the foundation) maintained a written conflict of interest policy that covers itself and all of its direct and indirect subsidiaries. Under that policy, whenever a potential conflict arises for the foundation board of directors and officers, it is brought to the attention of the president and executive committee of the foundation board, which analyzes the situation and makes a determination of whether or not an actual conflict exists. If it is determined that an actual conflict exists, the president and executive committee reports to the foundation board regarding the nature of the conflict and that person is thereafter recused from any discussion and vote regarding that matter. Whenever a potential conflict arises for employees of the foundation management team, it will be brought to the board chair by the president which analyzes the situation and makes a determination of whether or not an actual conflict exists. If it is determined that an actual conflict exists, steps will be taken to eliminate the conlflict and communicated to the employee involved. The board chair and president will report all conflicts to the executive committee of foundation. Effective september 1, 2019, children's national medical center (children's national) became the sole corporate member of the organization, thereafter the organization and its subsidiaries became subject to the conflicts of interest policy of children's national. That policy is substantially similar to the process setout above; provided however, the children's national policy requires the completion of an annual conflict of interest disclosure form, and, if applicable a conflict management plan is implemented inconjuction with the compliance officer of children's national.”

“Form 990, part vi, lines 13 & 14 effective september 1, 2019, the hsc foundation is governed by the policies of its parent, children's national. These policies include a written whistleblower policy and a written document retention and destruction policy.”

“Form 990, part vi, lines 15a & 15b on an annual basis, the hsc foundation uses a four step approach to executive compensation of its top management official and the foundation's other officers and key employees: 1. The executive committee is made up of independent board members without a conflict of interest. The committee establishes and determines the reasonableness of total compensation for the system's disqualified executives and forwards proposed compensation to the full board for approval. 2. Periodically, the executive committee will engage an independent consultant to prepare a detailed written report on appropriate comparability data for comparable positions. 3. The executive committee reviews and relies upon the report of the independent consultant, along with other individual and market data, then debates and fully documents its decision about what is reasonable compensation for disqualified executives. 4. Once the executive committee develops executive compensation recommendations, they are presented to the system's full board for ratification. Effective september 1, 2019, children's national medical center (children's national) became the sole corporate member of the organization. Commencing in 2020, the organization and its affiliates will adopt the executive compensation practice and approval process of children's national.”

“Form 990, part vi, line 19 the governing documents, conflict of interest policy, and financial statements are all available to the public upon request.”

“Form 990, Part XI, Line 9 Business Combination - Fair Value Adjustment ($150,756) Investment in Subsidiaries $32,247,187 -------------------------------------------- ------------------ Total $32,096,431”

“Description:consulting total fees:1135933”

“Description:contract services total fees:5578349”