Roper St. Francis Foundation

“The sole member of the Corporation is Roper St. Francis Healthcare, a South Carolina nonprofit, nonstock corporation. Roper St. Francis Healthcare is in turn governed by a Board of Directors appointed by its members. The members of Roper St. Francis Healthcare (RSFH) are The Medical Society of South Carolina (49%), a South Carolina nonprofit corporation, and HealthSpan Partners (51%), a Ohio nonprofit corporation. HealthSpan Partners (HSP) is a supporting organization of Bon Secours Mercy Health, Inc. (BSMH).”

“Roper St. Francis Foundation shall have not less than six (6) voting Directors, as determined from time to time by its member, RSFH. Directors shall be appointed by the Member. At least one (1) Director shall also be a member of the board of directors of RSFH. Directors shall be qualified for service by their willingness to serve the needs of Roper St. Francis' system as a whole, and by background and experience which will enable them to contribute toward achievement of Roper St. Francis', the Corporation's and the Supported Charities' purposes. Any Director, except an Ex-Officio Director, is subject to removal or replacement at any time by the Member, with or without cause.”

“Except as otherwise required by law, the Articles of Incorporation or Bylaws, all rights, powers and authority of Roper St. Francis Foundation (RSF Foundation) shall be vested solely in, and all the business and affairs of RSF Foundation shall be managed under the direction of, the Member, and no action of RSF Foundation may be taken without the approval of the Member, unless the right of approval has been delegated in the manner prescribed in the Bylaws. To the extent delegated by the Member as set forth in the Articles of Incorporation or Bylaws, as required by law, or as described in resolutions of the Member, the business and affairs of RSF Foundation shall be managed under the direction of its Board of Directors. To the extent that any powers have not been delegated to the Board of Directors, the Board of Directors shall act in an advisory capacity to the Member. The Board of Directors shall regularly advise the Member regarding any matters requiring action that are within the purview of the Member. The following powers, authorities and duties are delegated to the RSF Foundation Board of Directors: a) To plan, develop and participate in the fundraising activities of the Corporation in support of its charitable mission. b) To monitor the activities of the current endowments of the Corporation, support the growth of the current endowments and encourage the establishment of new endowments. c) To select projects and needs for funding from those identified by different Roper St. Francis entities that conform to the Roper St. Francis Strategic Plan established each year by the Roper St. Francis Board of Directors. All funds raised for a specific project or need shall be expended on that project or need. If due to unforeseen circumstances that funds raised for a specific purpose are not spent as intended by the donor the funds shall be returned to the donor. d) To participate in the selection and annual evaluation of the Executive Director of the Corporation with Roper St. Francis' President/CEO. e) To regularly review the financial condition of the Corporation and to have at least one Director appointed by the Member serve on the Investment Subcommittee of the Roper St. Francis Finance Committee. f) To receive recommendations and reports from the Executive Director and from all standing and special committees of the Corporation, review and discuss such recommendations and reports, and, make recommendations to the Member concerning the matters encompassed by or involved with such recommendations and reports. g) To establish other categories of honorary, affiliated, or advisory groups that can aid in carrying out the activities of the Corporation and support its purposes and charitable mission. Resolutions establishing any of these groups will define their role and operating practices.”

“The Form 990 was prepared by the BSMH Tax Department with assistance and oversight by management. Reviews were then conducted by senior management prior to filing with the Internal Revenue Service.”

“The Compliance policy requires COI disclosures from all RSFH Board of Directors, Board Committees, Senior and Executive management, any staff involved in the selection of vendors, contracting, and/or purchasing, employed physicians, other contracted service providers or staff members who have decision making capacity or business decision influence. All covered persons are required to complete Conflict of Interest training which includes examples of possible conflicts and overall conflict of interest education. The education provides the Conflict of Interest policy for the covered person's review. Covered persons are required to complete their disclosure upon completion of education course.”

“An independent company, Gallagher, provides research, advice and guidance to the HR Committee and senior leadership to ensure the Organization's compensation programs for executives covered by the "Intermediate Sanctions Legislation" (IRC Section 4958) are aligned with its stated philosophy: Base salaries are targeted at the 50th percentile of the established comparator market; Total cash compensation (base salary plus annual incentive payments) are targeted at the 75th percentile of the established comparator market; Total direct compensation (total cash compensation plus long term incentive payments) should not exceed the 90th percentile of the established comparator market; Benefits are targeted at market median; and In aggregate, base salary, total cash compensation, total direct compensation and benefits comprise total remuneration for executives. The HR Committee ensures that executive total compensation is reflective of the Organization's stated compensation philosophy. The committee, in this process, authorizes and supports an annual three step process utilizing Gallagher's resources: 1) Salary levels, annual bonus targets/payments and long term incentive grants are compared rigorously each year with market data based on comparable positions and organizations. A. Comparable organizations are primarily not-for-profit healthcare systems with similar operating revenues. B. Incentive goals are primarily based on formally defined quantitative goals approved by the HR Committee of the RSFH Board of Directors. 2) All recommended pay decisions are tested against these data points and the organization's stated compensation philosophy. 3) A formal opinion letter is prepared by Gallagher, representing that senior executives are compensated within the reasonableness standards mandated by the IRS. This letter provides a "safe harbor" for the organization's senior leadership relative to the reasonableness of total executive compensation consistent with IRC Section 4958.”

“See explanation for 15A.”

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

“Net pension and benefit expense allocated from affiliates - -106944; Change in present value of long-term pledges - -488785; Contributions Moved from Restriction - -4438;”