Baptist Health System Inc.

“Pursuant to the restated articles of incorporation of baptist health system, inc., the birmingham baptist association, an alabama nonprofit corporation recognized as exempt from federal income tax pursuant to section 501(c)(3) of the internal revenue code, elects the board of trustees of baptist health system, inc. From a slate presented by baptist health system, inc.”

“Any amendment to the baptist health system, inc. Articles of incorporation must be approved by the birmingham baptist association and any mortgage placed on any part or portion of real property owned by baptist health system, inc. Must be approved by the birmingham baptist association.”

“The form 990 is provided to the board for review prior to filing.”

“The corporation, dedicated to its faith based health care ministry, has demonstrated the value of integrity by setting forth a policy prohibiting conflict of interest and providing a mechanism for reporting potential conflict of interest situations. The purpose of this conflict of interest policy is to protect the corporation's interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of a trustee, board committee member, hospital advisory council member, officer, director, or manager of bhs. This policy is intended to supplement but not replace any applicable federal or alabama laws governing conflicts of interest applicable to nonprofit and charitable organizations. The corporation conducts an annual conflict of interest survey for all of its board members, officers, directors, and managers to ensure that all potential conflicts are reported and addressed. The corporation also has a travel policy in place that allows for the reimbursement of travel expenses that are reasonable in amount and are considered ordinary, necessary, and appropriate to the conduct of the corporation's business. The reimbursement guidelines are in accordance with internal revenue service regulations. The amount of funds expended each year related to travel is budgeted. Employees and trustees of the corporation are not compensated through expense allowances. To be reimbursed for travel, employees and trustees must submit a signed expense report form and provide documentation in the form of receipts for any expense of $20 or more.”

“The annual process of reviewing compensation for executives classified as disqualified persons under irs intermediate sanctions guidelines includes the following steps: the governance committee (a sub committee of the board of directors) reviews and approves base salary, incentives, fringe and other benefits, and retirement and/or deferred compensation benefits. The governance committee employs a third party consultant to provide the independent market data and utilizes a documented total compensation philosophy to guide in the decision making. Peer group market data and analysis is utilized for comparison of the total compensation package. Meeting minutes are maintained which reflect the consideration of philosophy, performance, and market data. The annual process for executives not classified as disqualified persons under irs intermediate sanctions guidelines include the following: the bhs president and ceo reviews and approves all compensation decisions. Third party consultants and total compensation surveys are utilized to provide independent market data. A documented total compensation philosophy is utilized to guide in the decision making. Peer group market data and analysis is utilized for comparison of the total compensation package. The governance committee reviews and approves incentives, fringe benefits, and retirement and/or deferred compensation benefits.”

“As a general rule, the organization does not make its governing documents or conflict of interest policy available to the public. Any written request by the public would be reviewed and acted upon by the board. However, bhs files its annual financial statements with dac as required by the continuing disclosure agreement of the master trust indenture.”

“Effective january 1, 2012, the corporation adopted accounting standards regarding the provision for bad debts related to patient service revenue. As a result, the provision for bad debts is displayed as a deduction from patient service revenue (net of contractual allowances and discounts) on the consolidated statement of operations and changes in unrestricted net assets.”

“Decrease in minimum pension liability 41,214,654. Increase in investment in affiliate-temporarily restricted 11,017. Increase in investment in affiliate-permanently restricted 2,182,904. Other changes 1,421,968. Reclassification of contributions and subsidiary income/loss -780,244.”

“The organization made no changes to its oversight process or selection process during the tax year.”