Bethesda Hospital Foundation Inc

“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 ("baptist health") 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 president of bethesda hospital foundation, inc. Is compensated by bethesda health, inc., a related organization. The determination of the compensation of the president follows the same process delineated herein. The bylaws of bethesda health, inc. Delegate the authority to set executive compensation to bhsf. Bhsf'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 all of the entitie's executives. Additionally, incentive compensation for the president was approved by bethesda health, inc.'s board of trustees.”

“The executive committee shall consist of the officers of the foundation, except for the executive director, with at least two but no more than five additional members of the board.”

“Steven Litinsky & Todd Litinsky - Family relationship”

“The organization has one sole member, bethesda health, inc., a florida not-for-profit organization.”

“Bethesda health, inc. Has the authority to approve the appointment, replacement or removal of the members of the governing body.”

“Bethesda health, as the sole member shall have the absolute right to take the following unilateral actions on behalf of and in the name of the foundation: -adopting a plan of dissolution of the foundation; -authorizing the foundation to engage in, or enter into, any transaction providing for: (i) the sale, mortgage, granting a security interest in its gross revenues, or other disposition of all or substantially all of the assets of the foundation; or (ii) the foundation to enter into a financing plan with bethesda health and one or more of its other affiliates in which the foundation would be unconditionally and irrevocably liable, jointly and severally, for the payment of an obligation entered into by bethesda health either by virtue of a guarantee or becoming a member of an obligated group consisting of bethesda health and one or more of its affiliates; -adopting a plan of reorganization or the merger or consolidation of the foundation with another entity; -approving the board's appointment or removal of the attorneys, accountants or auditors of the foundation; -to approve the appointment, replacement or removal of the directors of the foundation; -adopting or amending the articles of incorporation of the bylaws of the foundation; -adopting or permitting any change to any strategic master plans or policies of the foundation; -authorizing the voluntary filing of any petition in bankruptcy; and -adopting any annual or long-term capital or operational budget or any changes therein.”

“THE MANAGEMENT OF BAPTIST HEALTH SOUTH FLORIDA (BHSF) 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 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. 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.”

“EMPLOYEE CONFLICT OF INTEREST AN ACTUAL, POTENTIAL, OR PERCEIVED CONFLICT OF INTEREST OCCURS IN THOSE CIRCUMSTANCES WHERE AN EMPLOYEE'S JUDGEMENT COULD BE AFFECTED BECAUSE THE EMPLOYEE HAS A PERSONAL INTEREST, OTHER THAN THE RECEIPT OF COMPENSATION FROM BAPTIST HEALTH, 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, 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 OR 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 member of the Board of Trustees governs the affairs of Baptist Health and its affiliates with honesty and integrity and makes decisions for the benefit of Baptist Health. Board of Trustee members may not be employed by Baptist Health, not engaged to provide services to Baptist Health or any of its affiliates in exchange for cash compensation. Conflict free decision making extends beyond the Board members to include 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 familiar 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 voting Board member of Baptist Health and its affiliates 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 Audit and Compliance and the Chief Compliance Officer 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 (I) resign from the Board (II) eliminate the relationship, which gives rise to the conflict or (III) recuse himself or herself from all discussions, votes or actions with regard to the matter creating the actual or potential conflict of interest. CONFLICT OF INTEREST POLICY COMPLIANCE ONE OF BAPTIST HEALTH'S GREATEST ASSETS IS THE INTEGRITY OF ITS VOLUNTEER BOARD MEMBERS. ONE WAY TO ASSURE INTEGRITY IS THE ORGANIZATION'S 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 MEM”

“Documents that are required to be open for public inspection are made available upon request. In addition both the form 990 and audited financial statements are available for pubic viewing on third party websites. The conflict of interest policy is available on www.baptisthealth.net.”

“The bethesda hospital foundation, inc. Ceased operations in march 2021 due to the merger with baptist health south florida foundation. Prior to such date, bethesda hospital foundation provided to benefit and support bethesda hospital, inc.”

“Change in fmv - 4233019; change in post retirement health obligation - -45280041; contributions - 6213475; net assets released from restriction - -30006826; restricted income on temporarily restricted contribution - 2440663; transfer to parent, bethesda health - 820700;”

“Baptist health has a system-wide treasury policy, which recognizes its responsibility to oversee, manage, and coordinate all affiliate operations, including the treasury functions. Baptist health south florida, inc. ("bhsf") serves as the centralized cash receipt and disbursing agent for all baptist health entities. As such only bhsf issues us informational returns.”