Rappahannock General Hospital Foundation Inc

“Rappahannock General Hospital Foundation approved an Agreement and Plan of Merger dated December 8, 2024 and approved by the state of Virginia on January 8, 2024. Rappahannock General Hospital Foundation, the merging company, will merge with and into Bon Secours Mercy Health Foundation., the surviving company, effective January 1, 2024.”

“Bon Secours Mercy Health, Inc. is the sole member of Bon Secours Richmond LLC. Bon Secours Richmond LLC is the sole member of Bon Secours - Richmond Health System, which in turn is the sole member of the filing organization.”

“The governing body of the filing organization is appointed by its member Bon Secours - Richmond Health System and subject to approval by Bon Secours Mercy Health, Inc.”

“Certain matters require approval of the BSMH corporate member, BSMH governing body, or BSMH CEO. The regulations of the organization describe the level of approval required for various decisions.”

“The Form 990 is prepared by BSMH's tax department and reviewed by management.”

“BSMH maintains a written and board approved Conflict of Interest Policy. The policy requires board members, officers, directors and key employees to annually disclose interests that could give rise to conflicts. The Integrity and Stewardship Committee (ISC) of the BSMH Board has the ultimate responsibility for Conflict of Interest, including the Policy implementation, compliance monitoring, and enforcement. Through the ISC, the Policy establishes the annual and ongoing requirement to make disclosures. BSMH Compliance Department reviews all Conflict of Interest disclosures to determine if a disclosed matter constitutes a potential Conflict of Interest requiring management intervention. The review constitutes an independent evaluation of all available facts and circumstances by a disinterested party. Potential Conflicts are shared with the disclosing individual's board chair or supervisor ("Leader"), and in collaboration with the BSMH Compliance Department, the Leader will conclude if an actual conflict exists and, if so, determine how it will be managed. Depending on the facts and circumstances, resolutions may include, but are not limited to, ongoing disclosure, recusal from board or committee deliberations and decision, or removal of the conflict. Upon the completion of the annual review process and review with the individual's Leader, the BSMH Compliance Department reviews all potential and actual conflicts and how they will be managed with the ISC Chair for input prior to submission to the ISC. The ISC will review such recommendations and either approve or request changes until approval may be granted.”

“The People and Culture committee of the board of Bon Secours Mercy Health, Inc. (BSMH) engages in a comprehensive process for the oversight and management of remuneration for executive employees and disqualified parties of BSMH. The People and Culture 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 BSMH board of directors People and Culture Committee minutes. Compensation Process Other Officers/ Key Employees: For those key employees and highest paid employees that are not reviewed by the BSMH People and Culture 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 by human resources.”

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

“Elimination of Intercompany Balances - 206494; Transfer of Equity - -1903191;”