Flagler Health Care Foundation Inc

“The organization's officers are compensated by flagler hospital, inc., a related tax-exempt organization. The language below explains the process undertaken by flagler hospital, inc. To review officer compensation. The compensation package for the organization's top management official is set and approved by the compensation committee. Independent salary surveys are obtained from industry experts to determine compensation and benefits. Those independent salary surveys are also used to develop compensation packages for the senior management team. The compensation committee evaluates the data, then debates and documents its recommendation of reasonable compensation. Executive-level compensation was reviewed in december 2023, with these compensation reviews now handled by shands teaching hospital and clinics, inc.”

“The organization amended the articles of incorporation and bylaws so that: - The organization's primary purpose is to support the University of Florida Board of Trustees; to specifically benefit and support of, to perform the functions of, or to carry out the purposes of Flagler hospitals, Inc a Florida non for profit corporation - Amendments of the articles of incorporation shall not become effective until has been approved by the university of Florida board of trustees - The organization is required to follow the University of Florida governance standards”

“THE SOLE MEMBER OF THE ORGANIZATION IS FLAGLER HOSPITAL, INC., A FLORIDA NOT-FOR-PROFIT CORPORATION. Additionally, pursuant to the organization's Bylaws, the President of the University of Florida shall have the exclusive right to remove and/or replace the Chair of the Board at any time.”

“The sole member appoints members of the board of directors.”

“THE SOLE MEMBER RESERVES THE RIGHT TO appoint and remove the chair of the board, vice chair of the board, treasurer, secretary and any other officer of the corporation; and AMEND THE ORGANIZATION'S ARTICLES OF INCORPORATION AND BYLAWS, AS WELL AS OTHER CORPORATE ACTIONS SET FORTH IN THE FOUNDATION'S BYLAWS. Additionally, the following actions require prior approval of the sole member: (a) Adopt, or permit the adoption of, any annual or long-term capital or operational expense budgets of the Corporation, or of any affiliate or subsidiary of the Corporation, or any changes thereto exceeding in the aggregate during the relevant term of any such budget the greater of Twenty-Five (25%) percent of the total original expense budget or Fifty Thousand Dollars ($50,000); (b) Adopt, or permit the adoption of, any new, or any changes to existing, longterm or master institutional plans of the Corporation or of any affiliate or subsidiary of the Corporation; (c) Adopt, or permit the adoption of, a plan of dissolution of the Corporation or of any affiliate or subsidiary of the Corporation; (d) Authorize or permit the Corporation or any affiliate or subsidiary of the Corporation to engage in, or enter into, any transaction providing for the sale, lease, exchange, mortgage, pledge, creation of a security interest in or other disposition of all or substantially all of its assets; (e) Adopt, or permit the adoption of, a plan of merger or consolidation of the Corporation or any affiliate or subsidiary of the Corporation with another corporation; (f) Approve, or permit the approval of, any contribution, grant, or loan in excess of Ten Thousand Dollars ($10,000) in any fiscal year by the Corporation or any affiliate or subsidiary of the Corporation to any organization other than the Sole Member of the Corporation; (g) Organize or acquire, or authorize or permit the organization or acquisition of, any affiliate or subsidiary of the Corporation; (h) Authorize or permit the Corporation or any affiliate or subsidiary of the Corporation to enter into or perform any contract or engage in any transaction or transfer of funds not specified above which involves greater than One Hundred Thousand Dollars ($100,000); or (i) Elect, remove, with or without cause, or replace the persons who hold the positions of Chair of the Board, Vice-Chair of the Board, Treasurer, Secretary or any other officer of any subsidiary or affiliate Corporation.”

“The form 990 was prepared by an independent accountant and reviewed and approved by internal management and shared with all members of the board prior to filing.”

“The organization requires all trustees to complete a conflict of interest questionnaire annually. Any conflicts that develop after submission must be disclosed in writing to board of trustees. Existing conflicts of interest may require abstaining from discussing or voting upon matters related to or affected by the conflict, or recusing oneself from participating in related matters.”

“The organization makes its governing documents, conflict of interest policy, and financial statements available to the public upon request.”