Gbmc Foundation Inc.

“The board of directors of gbmc healthcare, inc. Is the governing body for the organization. Gbmc healthcare, inc. Is the parent corporation and sole stockholder of the organization. The business and affairs of the organization are managed under the direction of its board of directors except as reserved to the stockholder, gbmc healthcare, inc. In accordance with the bylaws, such as: (a) to change the mission, purpose philosophy or objectives of the organization (b) to amend the bylaws of the organization (c) to dissolve, to consolidate or to merge the organization (d) to ratify the election of the president or other officers of the organization (e) to remove the president of the board of directors of the organization (f) to elect members of the board of directors of the organization (g) to remove members of the board of directors of the organization (h) to purchase, sell or encumber with debt (i) to sell all or substantially all of the organization's assets, or to undertake major expansion projects (j) to approve the annual operating and capital budget of the organization (k) to appoint general counsel and the fiscal auditor of the organization (l) to set the fiscal year of the organization (m) to issue additional stock, following the initial issuance of stock.”

“See form 990, part vi, section a, line 6 description”

“See form 990, part vi, section a, line 6 description”

“The audit committee of gbmc foundation, inc.'s parent organization, gbmc healthcare, inc. Reviews this form 990. A copy of the form 990 is provided to the full board of directors of gbmc healthcare, inc. Prior to filing.”

“Gbmc foundation is governed by the policies of its parent organization, gbmc healthcare, inc. These policies include a written conflict of interest policy attested to annually, a written whistleblower policy, and a written document retention and destruction policy. Annually, every board member, employed and contracted physician, advanced practitioner, and manager (which includes key employees) must complete a comprehensive questionnaire that provides for the disclosure of potential conflicts. All disclosures are reviewed by the compliance officer. Those disclosures that are questionable or may rise to the level of a conflict are discussed with the general in-house counsel and appropriate action is taken, if necessary. A summary of potential conflicts and proposed actions is provided to the president (for management) and to the governance and board development committee (for board members) annually.”

“The compensation committee ("committee") of the board of directors of gbmc healthcare, inc., which is comprised of directors that are "disinterested" as defined by irs regulations, is authorized to oversee the organization's executive compensation program. The committee reviews and approves the compensation provided to the organization's president and chief executive officer and each officer, key employee and senior leader, whether or not these individuals would be considered "disqualified persons" under the intermediate sanctions regulations of federal income tax law. The committee has adopted a written philosophy setting forth the guiding principles governing the compensation provided to the organization's executives. The committee's review and approval process was established and is conducted in a manner so as to qualify for the rebuttable presumption of reasonableness under the intermediate sanctions regulations of federal income tax law. All forms of compensation and benefits provided to members of the senior leadership team are reviewed, which includes current and deferred compensation and all employee benefits, both qualified and non-qualified to ensure that the "total compensation" is reasonable. The committee engaged an independent executive compensation consultant that specializes in the review of hospital and health system executive compensation and benefits to compile market compensation data of similarly sized health care organizations throughout the country as well as the same geographic region. No data from any for-profit entities were used. The data were categorized by executive position, and a salary range was developed with the assistance of the independent compensation consultant. The committee relied upon this data, relevant business judgment factors (experience, performance, recruitment and retention factors and the unique demands of the position), the guidance provided by the stated compensation philosophy and the written opinion of the independent executive compensation consultant as to the reasonableness of the compensation in relation to market data in making its executive compensation decisions. The committee also considers its business judgment. The committee documents the basis for its decisions through the timely preparation of written minutes of the compensation committee meetings during which such decisions are deliberated and determined. The committee's decisions are subject to the final approval of the board of directors.”

“The governing documents are located on the state of maryland department of taxation's website. Financial statements are made public through the state of maryland charitable registration. Financial statements for gbmc healthcare, inc are also available through the electronic municipal market access (emma) website via the continuing disclosure document. The conflict of interest policy is not available to the public.”