Brrh Corporation Inc

“During the tax year, October 1, 2020 to September 30, 2021, the top management official of BRRH Corporation was compensated by Baptist Health South Florida, Inc. THE FORM 990 INSTRUCTIONS INDICATE WHEN COMPENSATION IS NOT PAID BY THE FILING ORGANIZATION, THIS QUESTION SHOULD BE ANSWERED "NO". 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, INC. 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'S 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 BOARD'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 AND SCOPE BUT DOES NOT INCLUDE FOR-PROFIT HOSPIT”

“THE COMPENSATION OF THE OTHER OFFICERS IS PAID BY RELATED EXEMPT ORGANIZATIONS AS DETAILED BELOW. THE FORM 990 INSTRUCTIONS INDICATE WHEN COMPENSATION IS NOT PAID BY THE FILING ORGANIZATION, THIS QUESTION SHOULD BE ANSWERED "NO". DURING THE TAX YEAR, OCTOBER 1, 2020 TO SEPTEMBER 30, 2021, BOCA RATON REGIONAL HOSPITAL INC., A RELATED ORGANIZATION, CONTINUED TO PAY COMPENSATION TO OFFICERS ACCORDING TO THE FOLLOWING PROCESS that was effective before the affiliation date of July 1, 2020: THE EXECUTIVE COMPENSATION COMMITTEE OF THE BOARD OF TRUSTEES ANNUALLY REVIEWed THE COMPENSATION FOR THE OTHER OFFICERS AND KEY EMPLOYEES. THE COMMITTEE ALSO REVIEWed AND APPROVEed THE MERIT INCREASES AS RECOMMENDED BY THE PRESIDENT AND CEO. THE PROCESS INCLUDEd A REVIEW OF CURRENT COMPENSATION DATA THAT BENCHMARKS BRRH EXECUTIVE SALARIES WITH OTHER HEALTHCARE ORGANIZATIONS OF A SIMILAR SIZE AND NET REVENUE. THE REVIEW PROCESS WAS PERFORMED INTERNALLY FOR THE YEAR ENDED September 30, 2021, AND ALSO BY AN INDEPENDENT CONSULTANT. Please refer to the BHSF policies that follow, which have superseded the former BRRH practices, as of October 1, 2020. BAPTIST HEALTH SOUTH FLORIDA, INC. PAID COMPENSATION TO THE BHSF TRUSTEES APPOINTED TO THE ORGANIZATION'S BOARD ACCORDING TO THE PROCESS OUTLINED ABOVE IN QUESTION 15A.”

“As provided in article iv, section 1(a) of the bylaws, the executive committee shall have and may exercise all the authority of the board, except that this committee shall not have the authority to amend the articles of incorporation or these bylaws; to remove any director, officer or committee member from office; or to take any action not authorized in the articles of incorporation and bylaws of the corporation. All actions taken by this committee shall be reported to the board at the next regularly scheduled meeting. This committee shall consist of the chairperson, the vice chairperson, the immediate past chairperson (who shall serve not more than one (1) year immediately following the term as chairperson), the chairperson of the board of directors of the foundation, the president of the medical staff of the hospital for such time as he or she is a voting member of the board and if not a voting member, the president's designee as appointed by the medical staff in accordance with article iii, section 2, the chairpersons of each of the standing committees of the board, at least one at-large member of the board, and at least one of the directors appointed by baptist health south florida, inc. The chairperson of the board shall be the chairperson of this committee.”

“Baptist health management 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 & risk management 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 as needed. 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.”

“An actual, potential, or perceived conflict of interest occurs in those circumstances where an employee's judgment could be affected because the employee has a personal interest, other than the receipt of compensation from baptist 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 to 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 baptist health. Any decisions made by baptist health employees must be made in compliance with applicable laws and regulations, with the best organizational interests of baptist health 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 of interest baptist health has 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'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 south florida, inc. Board of trustees. Any disclosures that may result in the appearance of a conflict a”

“The financial statements are available for review on www.dacbond.com. The conflict of interest policy is not publicly posted but is available upon request. The governing documents are available upon request.”

“All tax-exempt bonds liabilities are reported at the parent level, on schedule K of Baptist Health South Florida, Inc's 2020 Form 990.”

“Transfer to Affiliates - 48651992;”