Baptist Community Health Services

“Four of the Baptist Community Health Services, Inc. directors; Edmund C. Roberts, Jr., Joan Bryant, Kristi Lykins and Chris Hutson were also either an officer or director of a related organization. The following individuals have a business relationship in that they serve on the Board of Directors or are officers of the organization and are directors and/or officers of a related organization: Gerard Coleman, Janet Norton, David Gray, Stephen Oglesby, William Brown, Larry Gray and William Sisson.”

“Members or Stockholders: Baptist Healthcare System, Inc., (BHS), (EIN: 61-0444707) is the sole member of the corporation.”

“Power To Elect or Appoint Members: The sole member appoints all directors.”

“Decisions Reserved To Members Or Stockholders: The consent & approval of the sole member shall be required for all major corporate actions, and any act the result of which would be to: (a) amend, repeal or alter the Articles of Incorporation or Bylaws; (b) merge or consolidate or agree to merge or consolidate the corporation with or into any other organization; (c) liquidate, reorganize or recapitalize the corporation; (d) adopt the corporation's annual operating budget & capital expenditures budget; (e) create or incur any unbudgeted indebtedness which exceeds $100,000; (f) make any unbudgeted capital expenditure which exceeds $100,000; (g) other than acquiring marketable securities held for investment purposes, acquire the stock of any corporation or invest in or acquire an interest in any business enterprise; (h) sell or agree to sell or otherwise dispose of all or a substantial part of the assets of the corporation or any investment or interest in any business enterprise, other than marketable securities disposed of in the ordinary course of the corporation's activities.”

“Process To Review The Form 990: The 2017 Form 990 was prepared after dissolution of the organization's Board of Directors.”

“Monitoring And Enforcement Of Compliance With Conflict Of Interest Policy: Annually, the Secretary of Baptist Healthcare System, Inc. (BHS) sends out a Conflict of Interest questionnaire to each of the officers and directors serving on the Board of Baptist Community Health Services, Inc. (BCHS). After completion, they are returned to the Secretary and reviewed by the Board or the Governance Effectiveness Committee for any potential conflicts. A conflict of interest is any circumstance, relationship (financial or otherwise), activity or decision (made in the course of governance, management or professional responsibilities or otherwise) that adversely influences or appears to adversely influence the ability of a covered person to: 1) make objective decisions on behalf of BCHS and/or 2) act in the best interests of BCHS in a manner consistent with the tax-exempt purposes of BCHS. The Board or Committee will determine by a majority vote of disinterested directors whether the disclosed financial or special interest may result in a conflict of interest.”

“Compensation Determination Process: The President and CEO of Baptist Community Health Services, Inc. is not an employee of Baptist Community Health Services, Inc. but is an employee of Baptist Healthcare System, Inc., a tax-exempt 501(c)(3) organization which is the sole member of Baptist Community Health Services, Inc. The President and CEO is compensated by Baptist Healthcare System, Inc. Annually in September, the Baptist Healthcare System, Inc. Compensation Committee reviews the compensation, including base compensation and incentive compensation for the President and CEO and all officers and key employees of BHS. The Baptist Healthcare System, Inc. Compensation Committee is comprised of independent Board Members. The committee retains a Compensation Consultant to advise the committee and who provides data as to comparable compensation for similarly qualified persons in functionally comparable positions at similarly situated healthcare organizations. The committee reviews this information in approving annual base and incentive compensation and other items of reportable compensation described on Schedule J of the IRS Form 990. The decisions of the committee regarding compensation are contemporaneously documented in the minutes of the committee. Annually, the committee chairperson and the compensation consultant provide a report on executive compensation to the full Board of Directors of Baptist Healthcare System, Inc. Officers of Baptist Community Health Services, Inc. are not employees of Baptist Community Health Services, Inc. nor are they compensated by Baptist Community Health Services, Inc. The Baptist Community Health Services, Inc. officers are employees of Baptist Healthcare System, Inc. and are compensated by Baptist Healthcare System, Inc. The compensation of these officers is reviewed and approved by the Compensation Committee of the Baptist Healthcare System, Inc. Board of Directors.”

“Process For Making Documents Available To The Public: The organization will provide any documents open to public inspection upon request.”

“Officers of Baptist Community Health Services, Inc. provide services to Baptist Healthcare System, Inc. and its subsidiaries. Hours worked are not tracked on an entity by entity basis. Therefore, all officers and directors' hours reported on Form 990, Part VII, Compensation of Officers, Directors, Trustees, Key Employees, Highest Compensated Employees and Independent Contractors represent aggregate hours worked per week for all entities.”

“To participate in any activity designed and carried on to promote the general health of the community, and to perform such activity in a manner that is consistent with and carries out the overall charitable purpose of Baptist Healthcare System, Inc. (BHS). To support the charitable operations and activities of BHS and to otherwise be responsive to the needs and demands of such organization and to perform such functions as to constitute an integral part of, or maintain a significant involvement in, the charitable operations of BHS.”

“Transfer JV Fund -1,187,000. Balance Sheet Transfer -15,372,175. Other Change 8,699,546. Change in Non-Controlling Interest 4,603,326.”