Baptist Health South Florida Inc

“Brian Keeley and Albert Nahmad - Business relationship, SCOTT WESTON AND JANA SIGARS-MALINA - Business relationship, CARLOS LOWELL AND CARLOS CURBELO - Family relationship”

“THE ARTICLES OF INCORPORATION OF BAPTIST HEALTH SOUTH FLORIDA, INC WERE AMENDED AND RESTATED DURING THE FISCAL YEAR AS FOLLOWS: 1. Section (a) of ARTICLE IV of the Articles of Incorporation is amended to read as follows: (a) Miami Baptist Association Trustees. The Miami Baptist Association shall have the right to appoint seven (7) of its Ministers to the Board of Trustees. Trustees appointed by the Miami Baptist Association shall, as determined by Board of Trustees, be appointed to a term to expire on July 31 of the year in which they are appointed or of either or the next two succeeding years. A Trustee appointed by the Miami Baptist Association may be removed as a Trustee by the Miami Baptist Association. In the event a Trustee appointed by the Miami Baptist Association is removed or resigns as a Trustee, the Miami Baptist Association shall have the right to appoint a successor Trustee. 2. Section (I) of ARTICLE IV of the Articles of Incorporation is amended to read as follows: (f) Term of Office. For the purpose of having the Elected Trustees divided into three classes as nearly equal in number as may be, whose terms of office, respectively, shall expire in different years, each Elected Trustee may be elected for a term to expire on July 31 of the year in which the Elected Trustee is elected, or of either of the next two succeeding years, and shall hold office for the term for which the Elected Trustee is elected and until the Elected Trustee is reelected or a successor is elected and takes office. The Physician Trustee shall be elected to a term to expire on July 31 of the second year following the Physician Trustee's election. No Elected Trustee who is elected after May 1, 2019 shall be eligible to serve more than nine (9) consecutive years. An Elected Trustee who is no longer eligible to serve on the Board of Trustees may be re-elected to the Board of Trustees after the expiration of one (1) year following the end or his or her previous term. 2. Section 2 of ARTICLE VII of the Articles of Incorporation is amended to read as follows: Section 2. Election. Such officers shall be elected at the annual meeting in July of each year by the Trustees in office at the time of the election and shall take office immediately upon being elected.”

“Baptist health management 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 trustees 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 as needed. 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.”

“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 which limits acceptance of personal honorariums, and policy 831 which provides limitations and guidelines on philanthropic solicitation of vendors. A potential or perceived conflict of 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, nor 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 or (iii) an organization in which a member or his or her family 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 to (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. Enforcement and monitoring of conflict of interest policy 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 members”

“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, inc. 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 board'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 entity's executives. The term "compensation" includes salaries, benefits and incentives. The compensation committee annually engages a nationally-recognized, independent consultant to conduct compensation surveys and to advise the board on compensation policies. For further detail regarding the compensation structure, please refer to schedule j, part i, line 3.”

“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 public viewing on third party websites. The conflict of interest policy is available on www.baptisthealth.net.”

“The amounts appearing as reportable compensation on form 990 part vii for volunteer board members are composed of either payments for services as an elected representative of the medical staff, non-clinical services rendered to baptist health which make possible an important administrative function, or minor discounts on clinical services received at a baptist health facility. All of these amounts are reported in accordance with the rules and regulations pertaining to irs forms w-2 and 1099 respectively.”

“CME REVENUE - Total Revenue: 1100839, Related or Exempt Function Revenue: 1100839, Unrelated Business Revenue: , Revenue Excluded from Tax Under Sections 512, 513, or 514: ; MISCELLANEOUS REVENUE - Total Revenue: 7186994, Related or Exempt Function Revenue: 6507124, Unrelated Business Revenue: 679870, Revenue Excluded from Tax Under Sections 512, 513, or 514: ;”

“The mission of baptist health is to improve the health and well-being of individuals, and to promote the sanctity and preservation of life, in the communities we serve. Baptist health is a faith-based organization guided by the spirit of jesus christ and the judeo-christian ethic. We are committed to maintaining the highest standards of clinical and service excellence, enhanced through teaching, research and innovation, and rooted in the utmost integrity and moral practice. Consistent with its spiritual foundation, baptist health is dedicated to providing high-quality, cost-effective, compassionate healthcare services to all, regardless of religion, creed, race or national origin, including, as permitted by its resources, charity care to those in need.”

“CONSISTENT WITH ITS SPIRITUAL FOUNDATION, BAPTIST HEALTH IS DEDICATED TO PROVIDING HIGH-QUALITY, COST-EFFECTIVE, AND COMPASSIONATE HEALTHCARE SERVICES TO ALL, INCLUDING, AS PERMITTED BY OUR RESOURCES, CHARITY CARE TO THOSE IN NEED. DURING THE FISCAL YEAR ENDED SEPTEMBER 30, 2024, BAPTIST HEALTH PROVIDED PATIENT SERVICES TO THE SOUTH FLORIDA AREA WITH 105,508 ADULT ADMISSIONS, 554,489 PATIENT DAYS, AND 537,712 EMERGENCY ROOM VISITS. DURING THAT SAME TIME PERIOD, URGENT CARE VISITS TOTALED 369,145, OUTPATIENT SURGERY CASES TOTALED 130,491, AND TOTAL OUTPATIENT VISITS WERE 2,110,093 SYSTEM-WIDE. AS OF SEPTEMBER 30, 2024, THE SYSTEM BOASTED 2,894 LICENSED INPATIENT BEDS, INCLUDING 2,709 ACUTE CARE BEDS. OVERALL, IN FY2024, BAPTIST HEALTH PROVIDED MORE THAN $474,000,000 IN COMMUNITY BENEFIT. THIS INCLUDED CHARITY CARE VALUED AT $128,853,162 AS WELL AS $253,887,671 IN MEDICAL SHORTFALL. THE ESTIMATED COST OF PROVIDING CHARITY CARE AND MEDICAL SHORTFALL IS BASED ON RECENT HISTORICAL COST-TO-CHARGE RATIOS FOR CHARITY PATIENTS AND MEDICAID PATIENTS FROM BHSF'S COST ACCOUNTING SYSTEM, APPLIED TO THE CURRENT PERIOD GROSS UNCOMPENSATED CHARGES ASSOCIATED WITH PROVIDING CARE TO CHARITY AND MEDICAID PATIENTS. WE ALSO CONTRIBUTED $53,328,827 TO THE INDIGENT CARE FUND AND EXPENDED $6,207,856 FOR EDUCATIONAL PROGRAMS, SCREENINGS, AND DONATIONS. FREE COMMUNITY HEALTH AND WELLNESS PROGRAMS COVERED TOPICS SUCH AS NUTRITION, EXERCISE, DIABETES MANAGEMENT, MENTAL HEALTH, MEDITATION, SELF-CARE, AND MANY MORE. BAPTIST HEALTH ALSO OFFERED COMPLIMENTARY SCREENINGS FOR CHOLESTEROL, BLOOD PRESSURE, GLUCOSE, BODY COMPOSITION, AND WAIST CIRCUMFERENCE. FURTHERING ITS COMMITMENT TO PROVIDING PRIMARY CARE SERVICES TO THOSE IN NEED, BAPTIST HEALTH DONATED $6,708,954 TO NEIGHBORHOOD NOT-FOR-PROFIT CLINICS, including: THE GOOD NEWS CARE CENTER IN FLORIDA CITY, OPEN DOOR HEALTH CENTER AND HOMESTEAD COMMUNITY HEALTH CENTER IN HOMESTEAD, THE GOOD HEALTH CLINIC IN TAVERNIER, THE FLORIDA KEYS AHEC IN THE KEYS, THE CARIDAD CENTER IN BOYNTON BEACH, THE SOUTH MIAMI CHILDREN'S CLINIC IN SOUTH MIAMI, CARING FOR Miami Mobile Dental Clinic, CHAPMAN PARTNERSHIP, AND GOOD SAMARITAN THROUGHOUT THE SOUTH FLORIDA AREA. Baptist Health SPENT $22,784,600 IN ORDER TO PROVIDE CARE TO OUR COMMUNITY MEMBERS IN NEED. ADDITIONALLY, WE PROVIDED $2,751,644 IN PALLIATIVE CARE AND CHAPLAINCY PROGRAMS. BAPTIST HEALTH FULFILLS ITS MISSION TO PROVIDE COMPASSIONATE CARE BY PROVIDING ASSISTANCE TO THOSE IN FINANCIAL NEED AND SUPPORTING SERVICES THAT ARE ESSENTIAL TO THE COMMUNITY. BEYOND THE AFOREMENTIONED HEALTH-RELATED CONTRIBUTIONS, BAPTIST HEALTH ALSO EXERTS A SUBSTANTIAL AND POSITIVE IMPACT ON OUR COMMUNITY. WITH A WORKFORCE EXCEEDING 27,000 INDIVIDUALS , WE STAND AS SOUTH FLORIDA'S LARGEST PRIVATE EMPLOYER. BAPTIST HEALTH IS TAKING A LEADERSHIP ROLE BY COMMITTING TO THE ENVIRONMENTALLY RESPONSIBLE, ENERGY-EFFICIENT DESIGN AND FUNCTION OF OUR FACILITIES. THIS COMMITMENT APPLIES TO OUR DAY-TO-DAY OPERATIONS, FROM THE SUPPLIES WE PURCHASE TO THE VEHICLES WE USE. ALIGNED WITH OUR FAITH-BASED MISSION, BAPTIST HEALTH REMAINS COMMITTED TO MAKING A SIGNIFICANT, POSITIVE IMPACT ON THE COMMUNITIES IT SERVES.”

“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.”

“Bhsf is the appointed pay agent for all of its affiliates. As such only bhsf issues form w-3. Bhsf employed 5,830 individuals directly in fy2024.”

“Book to tax difference from investment in partnership - -30614919; equity in affiliates - 1453086680; temporarily restricted not-for-profit equity - -2735717; beneficial interest in net assets of bhsf foundation - 81135576; change in permanently restricted net assets - 2735717; equity in not-for-profit affiliates - -xxx-xx-xxxx;”