The Nemours Foundation

“Mr. Durden , Mr. Porter, Mr. Lord, Mr. Thornton, and Mr. Christopher have a shared business relationship. These individuals serve as trustees of the Alfred I. DuPont Testamentary Trust, of which Nemours is the only charitable beneficiary and who are some of the members of Nemours.”

“During 2016 Nemours streamlined its governance structure. Previously, some members also served on the Nemours Board of Directors. Subsequent to the governing document changes, the Trustees of Alfred I. DuPont Testamentary Trust (the Trust) served as members of Nemours, but they no longer served on the Nemours Board of Directors. Their responsibility is to appoint the Members of the Nemours Board of Directors. No changes were made to the clauses in the governing documents related to Nemours' charitable purpose, the general powers of the Board of Directors, the size of the Board of Directors, the dissolution clause, or the committee structure.”

“The Nemours Foundation (Nemours) organizational documents include members who constitute a portion of the governing body. Specifically, the members are those individuals who also serve as trustees of the Alfred I. DuPont Testamentary Trust (the Trust). The Trust's primary purpose is to provide funding for Nemours' charitable activities in the communities it serves. As trustees of the Trust, these individuals are appointed as members of Nemours. The members have certain general oversight rights and some limited retained powers. After changes were made to the Articles of Incorporation and Bylaws of Nemours as discussed above, the Board of Directors is made up of directors who are selected by the members of Nemours. The Board of Directors has full governance over the activities of Nemours.”

“See answer on Form 990, Part IV, Section A, Line 6.”

“See answer on Form 990, Part IV, Section A, Line 6.”

“During November 2017, management distributed a draft of the 2016 Form 990 to the Audit and Finance committee prior to the scheduled board of directors meeting in November of 2017. During the course of the board of directors meeting, management presented an overview of Form 990 to the Audit and Finance committee and gave the committee members an opportunity to provide comments and ask questions with respect to the draft. Based on feedback provided from the committee members, management updated the draft Form 990. Upon finalization of the return, management provided a final copy of the return via e-mail to the board of directors.”

“The Nemours Foundation (Nemours) has established a conflict of interest policy which has been reviewed and approved by the board of directors. Nemours is committed to the belief that sound business practices start with an absolute commitment from each employee to act ethically in carrying out Nemours business, and to comply with the laws and regulations that impact its business, thus Nemours' employees must avoid participating in activities that create or appear to create a conflict of interest. Nemours has specifically identified the following areas in its policy to be potential conflicts of interest: financial interest, outside employment, paid faculty arrangements, consultant or research contracts, acceptance of gifts, gratuities, business courtesies, travel, lodging and entertainment, misuse of resources or assets, personal gain using undue influence, direct dealings with vendors, use of confidential information, and an individual's support of political causes. Nemours' policy requires certain individuals to disclose participation in activities or circumstances that may present a conflict of interest on an annual basis or if at any time such individual becomes aware of circumstances that may present a conflict of interest. These disclosures are reviewed by the Audit and Finance Committee as necessary.”

“The Nemours Foundation's (Nemours) Board of Directors designated the People, Compensation and Reputation Committee (PCRC) to serve as the committee responsible for establishing compensation practices which are reasonable and do not violate the private inurement prohibition . The practices and processes are designed to avoid any claim for intermediate sanctions and to satisfy the requirements to obtain the rebuttable presumption. The PCRC annually reviews, in consultation with an independent executive compensation consulting firm specializing in healthcare and the not-for-profit industry, independently sourced benchmark market data to establish the compensation of our officers, senior leadership and key employees and to ensure reasonableness in comparison with peer practices. The Board of Directors reviews and sets forth the compensation for the CEO using the same process as the PCRC. Nemours' compensation philosophy across the board targets the market median for base salaries for all Nemours' Associates, including officers, senior leadership and key employees. Total cash compensation is also generally targeted to be at the median of Nemours' peers.”

“Generally, the Nemours Foundation (Nemours) does not make its governing documents or its conflict of interest policy available to the public. However, Nemours' articles of incorporation are publicly available through Florida's secretary of state website www.sunbiz.org . Additionally, Nemours' audited financial statements can be accessed through Digital Assurance Certification LLC, website www.dacbond.com.”

“Pension liability adjustment $40,047,061.”