Boca Raton Regional Hospital Foundation Inc

“THE BOARD OF BOCA RATON REGIONAL HOSPITAL FOUNDATION INC. hires the Foundation President, who serves as THE ORGANIZATION'S TOP MANAGEMENT OFFICIAL. COMPENSATION IS PAID BY AN UNRELATED EXEMPT ORGANIZATION, BOCA RATON REGIONAL HOSPITAL, INC. THE FORM 990 INSTRUCTIONS INDICATE WHEN COMPENSATION IS NOT PAID BY THE FILING ORGANIZATION, THIS QUESTION SHOULD BE ANSWERED "NO".”

“The Foundation Executive Committee may exercise all powers and authority of the Board when the Board is not in session; provided, however, the Foundation Executive Committee shall have no authority to negate any official decision of the Board. The Foundation Executive Committee shall consist of such number of Directors as may be fixed by the Board but shall have not less than eight (8) nor more than one half (1/2) of the members of the Board and shall include at least one of the Directors appointed by Baptist. The Foundation Executive Committee shall initially during the Transition Period consist of the Chairperson and Vice Chairperson of the Board, the Chairperson and Vice Chairperson of the board of directors of BRRH Corporation and the Hospital, two (2) members of the board of directors of the Hospital, at least two (2) Board members designated by the Chairperson of the Foundation, and at least one of the Directors appointed by Baptist. Thereafter, the Foundation Executive Committee shall consist of the Chairperson and Vice Chairperson of the Board, the Chairperson and Vice Chairperson of the board of directors of BRRH Corporation, two (2) representatives of either BRRH Corporation, the Hospital or Foundation as designated by the Chairperson of the board of directors of BRRH Corporation, two (2) representatives of either the BRRH Corporation, the Hospital, or the Foundation as designated by the Chairperson of the Board, and at least one of the Directors appointed by Baptist, each of whom will serve with one (1) vote. The Chairperson of the Board shall serve as chairperson of the Foundation Executive Committee.”

“Boca Raton Regional Hospital Foundation Inc. ("Foundation") entered into an operating services agreement with Baptist Health South Florida, Inc. ("Baptist"). As stated in Article I of this agreement, the Foundation has engaged Baptist for the provision of certain Administrative Services, including compliance support, management of all financial operations, information technology, software and security, marketing, legal support, comprehensive insurance coverage, and all day to day operational support.”

“Baptist Health South Florida, Inc., a Florida not-for-profit corporation, has approval rights reserved as provided in the Foundation's ByLaws.”

“Baptist Health South Florida, Inc. may appoint two voting trustees to the Foundation Board.”

“DECISIONS OF GOVERNING BODY SUBJECT TO APPROVAL BY THE Baptist Health South Florida SYSTEM INCLUDE: -CHANGE IN PURPOSE OF FOUNDATION OR THE PERMITTED USES OF FOUNDATION FUNDS AS SET FORTH IN ARTICLE II -ADOPT A PLAN OF DISSOLUTION -ADOPT A PLAN OF MERGER OR CONSOLIDATION -SELL, LEASE OR OTHERWISE DISPOSE OF SUBSTANTIALLY ALL OF FOUNDATION ASSETS -ENTER INTO A CHANGE OF CONTROL TRANSACTION OR EVENT -ADOPT ANY AMENDMENT TO THE ARTICLES OF INCORPORATION OR BYLAWS THAT WOULD ALTER, AMEND, OR OTHERWISE REVISE THE (I) TREATMENT OF THE BAPTIST DIRECTORS AS SET FORTH IN THE BYLAWS, (II) COLLABORATIVE AND COOPERATIVE RELATIONSHIP AMONG FOUNDATION, THE BRRH CONTROLLED ENTITIES AND THE BAPTIST SYSTEM AND THEIR RESPECTIVE OFFICERS AS SET FORTH IN THE BYLAWS, AND (III) RIGHTS, POWERS OR AUTHORITIES OF OR BENEFITS TO BAPTIST SET FORTH OR REFLECTED IN THE ARTICLES OF INCORPORATION OR THE BYLAWS; OR -TAKE OR APPROVE ANY ACTION CONTRARY TO THE TERMS AND CONDITIONS OF THE FOUNDATION OPERATING SERVICES AGREEMENT BETWEEN THE FOUNDATION AND BAPTIST, DATED JULY 1, 2019.”

“The 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 directors and made available electronically to all members of the board of directors 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.”

“Boca Raton Regional Hospital Foundation Inc. ("Foundation") entered into an operating services agreement with Baptist Health South Florida, Inc. ("Baptist"). As stated in Article III of this agreement, the Foundation will follow all Boca Raton Regional Hospital ("Hospital") policies and procedures, including the conflict of interest procedure that is outlined below. 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 CO”

“THE MOST RECENT AUDITED FINANCIAL STATEMENTS FOR TAX-YEAR ENDED Sept. 30, 2024 are available upon request. The conflict of interest policy is not publicly posted but is available upon request. The governing documents are available upon request.”