Health First Inc

“Health first shared services, inc. (hfss) has two members and two respective classes: 1) health first, inc. [class a] and 2) adventist health system sunbelt healthcare corporation [class b].”

“The class a member is entitled to appoint 73 percent of the total number of trustees rounded to the closest whole number, excluding the ex officio trustee, and the class b member is entitled to appoint 27 percent of the total number of trustees rounded to the closest whole number, excluding the ex officio trustee. Each member shall advise the other member of the appointment of any of its trustees at the annual meeting of the members. Those trustees appointed by the class a member shall be referred to as the class a trustees and those trustees appointed by the class b member shall be referred to as the class b trustees.”

“The actions enumerated below must be approved by both the class a member and the class b member: 1 - the issuance of new membership interests, or of any other interest in hfss, to any individual or entity including but not limited to the current members of the hfss; 2 - any merger or consolidation of hfss with or into any other entity, or of any other entity with or into hfss; 3 - any amendment to the articles of incorporation or the bylaws of hfss; 4 - the formation of any new direct or indirect subsidiary of hfss if any portion of the equity of such new subsidiary will be owned by (i) an entity that holds an acute care hospital license or (ii) any affiliate of an entity that holds an acute care hospital license; 5 - approve the one-time borrowing of money or otherwise the one-time commitment of the credit of hfss or any hfss affiliate and/or the voluntary prepayment or extension of debt in excess of two hundred million and no/100 dollars ($200,000,000.00); 6 - any change in respect to the choice of entity for either hfss or any hfss affiliate if such change would or could reasonably be expected to have an adverse effect on the tax status of hfss or would have a dilutive effect on either member's membership interest percentage in hfss; 7 - approve the sale, lease, transfer, or merger (whether by operation of law or otherwise and regardless of the identity of the surviving entity under such merger) of any interest in an hfss affiliate or any tangible or intangible assets owned by hfss (each a "protected asset") if the fair market value of the protected asset is greater than twenty percent (20%) of hfss's enterprise wide fair market value (for purposes of this provision hfss's enterprise fair market value will be determined in accordance with the related provisions set forth in the membership agreement); 8 - authorize any one-time capital expenditure in excess of two hundred million and no/100 dollars ($200,000,000.00); 9 - any of hfss's affiliates that hold a license under chapter 395 of the florida statutes, as currently enacted or as may be hereafter amended, as a hospital entering into a turnkey management agreement with any third party; and 10 - the dissolution or liquidation of hfss (excluding a partial liquidation as and to the extent permitted in hfss's articles of incorporation).”

“After review and approval by the system director, accounting & financial reporting, and executive vp chief financial officer of health first shared services, inc., the form 990 draft is sent to each member of the board of trustees electronically for their review and approval prior to filing.”

“A copy of the conflict of interest policy is provided to all associates, including management, upon new hire orientation and thereafter as part of the annual elearning required for all associates. All individuals must review and electronically attest that they have agreed to the terms noted in the policy on an annual basis. In addition, senior leadership and bot members on an annual basis are required to complete a conflict of interest questionnaire prepared and monitored by the chief compliance officer. The questionnaire requires an attestation stating that the individual is free of conflicts should they not report anything of concern. These forms are tracked and kept on file. Should a conflict arise, the chief compliance officer investigates the issue and determines a course of action to ensure enforcement of the policy.”

“The salaries of our ceo and other hfss executives are reviewed and recommended annually to the board of trustees and approved in executive session by the full board of hfss. Hfss contracts annually with a highly respected national consulting firm to provide these recommendations to ensure that our executives are compensated fairly and competitively when compared with similar roles in other healthcare organizations nationally. The compensation committee is independent for internal revenue code section 4958 for the individuals whose salary is reviewed. Minutes are kept for all board of trustees and compensation committee meetings. The process is documented contemporaneously in the board and committee meetings.”

“Quarterly and annually consolidated financials and consolidated statistical information are filed electronically on www.dacbond.com and are available to the public. In addition, any requests made to the chief financial officer for the above referenced items are provided upon request in a timely manner. A copy of the governing documents and conflicts of interest policies are available upon request to the compliance officer. Documents are available for the same period of disclosure as provided in section 6104(d).”

“Fincen form 114, report of foreign bank and financial accounts, was filed under health first, inc. (hfi). Ein 59-3528774 on behalf of health first shared services, inc. As hfi has signature auhtority over a financial account in the caymen islands.”

“Transfer of net assets from related tax-exempt 66,335,260.”

“The audit committee of health first shared services reviews and approves the annual audit and compliance audit plans then makes its report to the health first shared services board of trustees. The audit committee is responsible for the selection of the independent auditors. There was no change from prior year.”

“Health first shared services, inc. Was a subject to a single audit during the year because of funds received as part of federal programs related to covid-19. The single auidt was conducted on a consolidated basis and included all the organizations within health first that received funds from the programs.”

“The filing organization is part of an obligated group that had more than $100,000 in bonds issued after december 31, 2002 that were outstanding on the last day of its tax year. The filing organization's share of these obligations is reported on part x, line 20 of health first shared services, inc. The parent of the obligated group is filing schedule k on behalf of itself and all members of the obligated group.”