Boca Raton Regional Hospital Foundation Inc.

“JERRY FEDELE, DAWN JAVERSACK, MINDY RAYMOND AND ALEX EREMIA HAVE A BUSINESS RELATIONSHIP, IN THAT THEY ALSO SERVE ON THE BOARD AND/OR ARE OFFICERS OF THE FOLLOWING RELATED FOR-PROFIT CORPORATION: BRRH WOMEN'S INSTITUTE FOR HEALTH & WELLNESS, INC. JERRY FEDELE, DAWN JAVERSACK, MINDY RAYMOND, ALEX EREMIA, GERALD ROBINSON AND ALAN Saitowitz HAVE A BUSINESS RELATIONSHIP, IN THAT THEY ALSO SERVE ON THE BOARD AND/OR ARE EMPLOYEES OF THE FOLLOWING RELATED FOR-PROFIT CORPORATION: BOCACARE, INC. GARY RUBIN AND ROBIN RUBIN HAVE A FAMILY RELATIONSHIP.”

“The executive compensation committee of the Boca Raton Regional Hospital (BRRH) Board of Trustees annually reviews the compensation for the other officers and key employees. The Committee also reviews and approves the merit increases as recommended by the President and CEO. The process includes 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 June 30, 2017, and also by an independent consultant. The review and approval process is documented in the Executive Compensation Committee minutes at the time of the review. THE COMPENSATION OF THE OTHER OFFICERS AND KEY EMPLOYEES IS PAID BY A RELATED 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 executive compensation committee of the boca raton regional hospital (brrh) board of trustees annually reviews compensation for the foundation president. The committee reviews and approves the compensation amount as well as any increases for the foundation president. The process includes review of current compensation data that benchmarks brrh executive salaries with other health care organizations of a similar size and net revenue. This process was last undertaken in the year ended june 30, 2017. This review and approval is documented in the executive compensation committee minutes at the time of the review. The compensation of the organization's top management official is paid by a related 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 executive committee shall have and may exercise all powers and authority of the board of trustees when the board is not in session; provided, however, the executive committee shall have no authority to negate any official decision of the board of trustees. Members of the executive committee, other than the ex officio members, shall be appointed by the chairperson of the board. The chairperson of the board of trustees of boca raton regional hospital, inc. (brrh), a related tax-exempt organization, and the president of brrh shall serve as ex officio members, with vote, of the executive committee. The chairperson of the board shall serve as chairperson of the executive committee.”

“The sole member of brrh foundation, inc. Is brrh corporation, inc., a related tax-exempt organization.”

“The sole corporate member, brrh corporation, inc., may elect, remove with or without cause, replace and fill any vacancy on the board of trustees of the foundation.”

“Decisions of governing body subject to approval by the sole corporate member, brrh corporation include: - approve in advance: candidates are proposed by the foundation to be elected by the foundation's board as officers of the foundation and approve in advance the removal, termination and replacement of such officers by the foundation board; - approve in advance: candidates proposed by the foundation to be elected by the foundation to serve as trustees or directors on the boards of those affiliated organizations of which the corporation is the sole member or shareholder, including brrh home health service, inc., boca raton regional hospital self insurance trust and brrh health plans, inc.; - amend the articles of incorporation of the foundation; - amend, alter, restate, rescind or repeal these bylaws; provided, however, that these bylaws and any amendments hereto shall not be inconsistent with provision of the articles of incorporation; - approve in advance of adoption by the foundation any annual or long-term capital or operational budget of the foundation or any change there in exceeding one percent (1%) in the aggregate of the total original approved budget; - approve in advance of the foundation's authorization any contracts or any transactions of the foundation which are not provided for in the annual or long term capital or operational budget approved by the member where the amount involved exceeds one hundred thousand dollars ($100,000) in the aggregate; - cause the foundation to enter into such contracts from time to time as the member may determine and direct, and to pledge, hypothecate,mortgage, transfer or otherwise encumber all or any portion of the assets of the foundation from time to time, in each case as determined by the member in its discretion and without the necessity of any formal corporate action by the foundation; - adopt a plan of dissolution of the foundation; - authorize the foundation to engage in, or enter into, any transaction providing for the sale, mortgage or other disposition of all or substantially all of the assets of the foundation; - adopt a plan of merger or consolidation of the foundation with another corporation; - approve any contribution, grants, or loans proposed to be made by the foundation to any other organization other than the hospital; or - cause or permit the foundation's organization or acquisition of or investment in, any entity, including any corporation, limited liability company, association, partnership, trust, joint venture or other entity.”

“The form 990 is reviewed in detail by management. The form 990 is also reviewed and discussed with the finance committee, a subcommittee comprised of members of the brrh corporation's board of trustees, as well as the board of trustees prior to filing. Any questions and concerns are addressed prior to the submission of the form 990 to the internal revenue service. Not all members of the finance committee or board of trustees are present at the respective meetings.”

“Annually the chair of the audit and compliance committee of the board, the chief compliance officer, and the vice president, general counsel review the conflict of interest statements completed by the board of directors, management, and other key personnel who interact with outside organizations or businesses on behalf of the corporation. The disclosures are presented to the audit and compliance committee for review and consideration. It is documented in the board meeting minutes that members with potential conflicts recuse themselves from involvement in discussions/board actions relating to the potential conflicts. Management of potential conflicts would be disclosed to audit & compliance committee.”

“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.”

“The audit committee at the brrh corporation, inc. Level is the committee with oversight over the consolidated audit, which includes brrh foundation, inc.”