Mariners Hospital Inc.

“PERFORMANCE-BASED EXECUTIVE COMPENSATION The South Florida market for highly competent healthcare executives reflects a very competitive environment for qualified executives. It is comprised of large, national, for profit chains and not-for-profit hospital systems and stand-alone hospitals. The Board of Trustees of Baptist Health South Florida seeks executives of vision and leadership to carry out the organization's faith-based mission of quality care and community service. The Board expects these executives to provide leadership that will place Baptist Health among the best healthcare systems in the nation for quality and excellence. The Board expects executives to demonstrate integrity and loyalty in the performance of their duties and to adhere to Baptist Health Conflict of Interest Policy, Executive Code of Conduct and all compliance/ethics policies. Executive compensation is considered the foundation to attract and retain executives with the talent, experience and character to meet these expectations. The CEO of Mariners Hospital is compensated by Baptist Health South Florida(BHSF), a related organization. The determination of the compensation of the CEO follows the same process delineated herein. The Bylaws of Mariners Hospital delegate the authority to set executive compensation to BHSF. BHSF's Compensation Committee is comprised exclusively of independent Board members who serve voluntarily without any remuneration, and who must adhere to a stringent conflict of interest policy that precludes them or their families from doing business with Baptist Health. The Committee is responsible for reviewing the performance and approving the compensation for executives. The term "compensation" includes salaries, benefits and incentives. The Compensation Committee annually engages a nationally-recognized, independent consultant to conduct compensation surveys and to advise the Board on compensation policies. The Compensation Committee decisions are based on the following: 1. Total Compensation Package: Recruitment and retention of capable, productive executives is accomplished through design of a total compensation package that includes a base salary, at-risk incentive pay, and benefits. It is the objective of Baptist Health to ensure a consistent compensation philosophy across all employee and leadership levels that rewards outstanding performance using a cash plus employee benefits package targeting the 75th percentile. Base salaries of fully productive executives are indexed to the median (50th percentile) salary paid by similar healthcare organizations. Incentive pay for superior achievement provides the opportunity for total cash compensation at the 75th percentile of the executive's peer group if the executive exceeds his/her performance metrics. 2. Performance-based Salary Increases: One of the key elements of Baptist Health's executive compensation philosophy is "pay for performance." Salary increases are based upon the degree to which each executive achieves his/her individual performance objectives for the year, which are tied to corporate objectives. Generally these objectives relate to clinical quality; patient, physician and community satisfaction; charity care and mission goals; financial performance and expense management. Individual and group performance against these objectives is reviewed by the Compensation Committee and Board of Trustees annually after the close of the fiscal year. 3. Market-based Salary Increases: The Board's Compensation Committee reviews the market value of executive positions annually to assure that Baptist Health's pay levels are competitive. The independent consultant, selected by the Compensation Committee, obtains executive salary information for functionally comparable positions at healthcare institutions of comparable size within Florida and the United States. Baptist Health's peer group is comprised of other complex not-for-profit hospital systems of similar size ($2.5 billion in rev”

“employee conflict of interest AN ACTUAL, POTENTIAL OR PERCEIVED CONFLICT OF INTEREST OCCURS IN THOSE CIRCUMSTANCES WHERE AN EMPLOYEE'S JUDGEMENT COULD BE AFFECTED BECAUSE THE EMPLOYEE HAS A PERSONAL INTEREST, OTHER THAN THE RECEIPT OF COMPENSATION FROM BAPTIST HEALTH SOUTH FLORIDA, INC. AND ITS AFFILIATES ("BHSF"), IN THE OUTCOME OF A DECISION OVER WHICH THE EMPLOYEE HAS CONTROL OR INFLUENCE. FOR THE PURPOSES OF THIS POLICY, IT IS PRESUMED THAT MANAGERS HAVE CONTROL OR INFLUENCE OVER ANY DECISION AFFECTING A MATTER FOR WHICH A MANAGER HAS RESPONSIBILITY. A PERSONAL INTEREST EXISTS WHEN AN EMPLOYEE OR A MEMBER OF HIS OR HER FAMILY STANDS TO DIRECTLY OR INDIRECTLY OBTAIN FINANCIAL GAIN AS A RESULT OF A DECISION. THIS POLICY IS INTENDED FOR ALL EMPLOYEES IN ORDER THAT THEY MAY UNDERSTAND, IDENTIFY, MANAGE AND APPROPRIATELY DISCLOSE THOSE TRANSACTIONS WHICH COULD RESULT IN AN ACTUAL, POTENTIAL OR PERCEIVED CONFLICT OF INTEREST. IN ACCORDANCE WITH OUR CODE OF ETHICS, HIGH ETHICAL STANDARDS MUST BE OBSERVED IN THE NEGOTIATION AND EXECUTION OF ALL BUSINESS ACTIVITIES CONDUCTED AT, BY OR WITH BHSF. ANY DECISIONS MADE BY BHSF EMPLOYEES MUST BE MADE IN COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS, WITH THE BEST ORGANIZATIONAL INTERESTS OF BHSF AS THE HIGHEST PRIORITY AND WITHOUT REGARD TO THE PERSONAL GAIN OR INTEREST OF ANY OTHER PERSON OR ENTITY. LIKEWISE, THE APPEARANCE OF ANY SUCH IMPROPER INFLUENCE ON ANY DECISIONS SHOULD BE CONSCIOUSLY AVOIDED. EMPLOYEES SHOULD ALSO ADHERE TO POLICY 828 WHICH PROHIBITS VENDOR SPONSORED TRAVEL AND POLICY 829 LIMITING ACCEPTANCE OF PERSONAL HONORARIUMS AND POLICY 831 WHICH PROVIDES LIMITATIONS AND GUIDELINES ON PHILANTHROPIC SOLICITATION OF VENDORS. A POTENTIAL OR PERCEIVED CONFLICT OF INTEREST MAY EXIST IRRESPECTIVE OF THE INTENT OF THE EMPLOYEE.”

“Board conflict policy baptist health and its affiliates have a strong and robust conflict of interest policy. The policy is meant to ensure that each voting member of the board of trustees governs the affairs of baptist health with honesty and integrity and makes decisions for the benefit of baptist health. Voting board members may not be employed by baptist health nor engaged to provide services to baptist health in exchange for cash compensation. Conflict free decision making extends beyond the board members. Transactions that might benefit (i) the private interest of a member or his or her family (ii) an organization controlled by a member of his or her family (iii) an organization in which a member or his or her family has a material interest. Since the appearance of a conflict of interest may be as damaging to baptist health's reputation as actually permitting a conflict to exist, each board member has a continuing obligation to disclose any potential conflicts. This continuing obligation is supplemented by an annual certification that the board member is free from actual or potential conflicts of interest. The annual certification is reviewed by the vice president of compliance who reports directly to the board. Potential conflicts are further reviewed by the board's ethics committee. If a conflict does exist, the conflicted board member may be required to (i) resign from the board or (ii) eliminate the relationship which gives rise to the conflict.”

“Enforcement and monitoring of conflict of interest policy one of baptist health south florida's greatest assets is the integrity of its volunteer board members. One way to assure integrity is their commitment to a stringent conflict of interest policy for their governing boards and management. As a part of a robust conflict of interest policy, board members must annually complete a conflict of interest declaration form. The audit and compliance department monitor to ensure all voting members submit the declaration form and perform necessary research to understand if a potential conflict exists. All disclosures and the related research are summarized for the ethics committee of the baptist health board of trustees. Any disclosures that may result in the appearance of a conflict are addressed by the committee for its consideration and resolution.”

“Documents available to the public documents that are required to be open for public inspection are made available upon request. In addition, both the form 990 and audited financial statements are available for public viewing on third party websites. The conflict of interest policy is available on www.baptisthealth.net.”

“Form 990 review process the management of baptist health south florida (bhsf) is responsible for the accuracy and completeness of the tax returns of bhsf and all of its nonprofit, charitable affiliates. This form 990 has been prepared in conformity with the internal revenue code and treasury regulations. Independent tax consultants and members of management have reviewed in detail the completed form 990. Prior to filing, the form 990 preparation process and the documents are discussed at a meeting of the finance & insurance committee of the board of trustees and made available electronically to all members of the board of trustees for review and commentary. Additionally the executive and compensation committees of the bhsf board of trustees, composed of independent uncompensated members, review other pertinent areas of the return. The president and ceo as well as the executive vice president and cfo hereby certify as to the accuracy and completeness of this form 990.”

“Governing body and management this organization is part of baptist health south florida, an integrated health care delivery system. The board of trustees of baptist health south florida has the right to approve or ratify certain corporate decisions of the organization and to appoint some board members to the hospital's board of directors.”

“The amounts appearing as reportable compensation on Form 990 Part VII for volunteer board members are composed of either payments for services as an elected representative of the medical staff, non-clinical services rendered to Baptist Health South Florida or its affiliates which make possible an important administrative function, or minor discounts on clinical services received at a Baptist Health South Florida facility. All of these amounts are reported in accordance with the rules and regulations pertaining to IRS Forms W-2 and 1099 respectively.”

“Changes to organizational documents the articles of incorporation of mariners hospital, inc were amended and restated during the fiscal year as follows: 1. The executive committee of the board of directors of baptist health south florida foundation, inc may appoint a voting member of the board of directors of the foundation to serve as voting member of the board of directors of mariners hospital ("the corporation"). 2. If the president of the medical staff is employed by the corporation, or any of its affiliates, then the president of the medical staff shall serve as a non-voting member of the board during the time he or she is employed.”

“Us informational returns baptist health south florida (bhsf) has a system-wide treasury policy, which recognizes its responsibility to oversee, manage, and coordinate all affiliate operations, including the treasury functions. Bhsf serves as the centralized cash receipt and disbursing agent for all bhsf entities. As such only bhsf issues us informational returns.”

“Employees reported on form w-3 baptist health south florida (bhsf)is the appointed pay agent for all of its affiliates. As such only bhsf issues form w-3.”

“EXECUTIVE COMPENSATION All executive compensation is reviewed and approved annually by the compensation committee which is comprised of independent uncompensated members of the Board of Trustees who have certified that they have no conflict of interest with the organization. Reportable compensation includes base salary as well as payments under a formal incentive plan which rewards successful achievement of quality, mission, charity care, and financial corporate objectives.”

“BOND LIABILITY AT PARENT LEVEL All bond liabilities will be reported at the parent level, on Schedule K of Baptist Health South Florida, Inc. 2014 Form 990.”

“Changes in net assets/fund balance other changes in net assets or fund balances: change in post retirement health obligation -870,891 beneficial interest in net assets of bhsf foundation 924,864 equity transfer -8,820,485 __________ total -8,766,512”

“Other fees for services: description amount administrative and general 3,898,402 clinical contract labor 2,699,593 purchased services 1,692,942 other miscellaneous services 290,606 _________ total 8,581,543”