Bethesda Payroll Services 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, 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 ceo of bethesda payroll services, inc. Is compensated by baptist health south florida, a related organization. The determination of the compensation of the ceo follows the same process delineated herein. The bylaws of bethesda payroll services, 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 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 reference to schedule j, part i, line 3.”

“The board of directors adopted a resolution to dissolve bethesda payroll services, inc. On january 28, 2021 and the articles of dissolution were filed with the secretary of state on april 7, 2021.”

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

“Bethesda health, inc. Approves the members of the governing body.”

“Any of the following significant organizational or operational changes would be subject to approval by the sole member of the corporation which is bethesda health, inc.: 1) adopt a plan of dissolution of the corporation 2) authorizing the corporation to engage in, or enter into, any transaction providing for the sale, mortgage or other disposition of all or substantially all of the assets of the corporation; 3) adopting a plan of reorganization or the merger or consolidation of the corporation with another entity; 4) appointing or removing the attorneys or independent auditors of the corporation; 5) appointing or removing the trustees, 6) adopting or amending the articles of incorporation or the bylaws of the corporation; 7) adopting or permitting any changes to any strategic master plans or policies of the corporation. 8) authorizing the acquisition, sale, transfer, or other disposition of any assets except in ordinary course of business; 9) authorizing the filing of any petition in bankruptcy; 10) adopting marketing and business strategies for the corporation.”

“The organization did not have any committees with authority to act on behalf of the governing body. The instructions indicate when this question is not applicable it should be answered "no". Therefore form 990, part vi, line 8b is answered "no".”

“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 & insurance 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 bhsf. Any decisions made by bhsf employees must be made in compliance with applicable laws and regulations, with the best organizational interests of bhsf 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 and policy 829 limiting acceptance of personal honorariums and policy 831 which provides limitations and guidelines on philanthropic solicitation of vendors. A conflict of interest may exist irrespective of the intent of the employee. Board conflict of interest: baptist health and its affiliates have a strong and robust conflict of interest policy. The policy is meant to ensure that each voting member of the respective entity's board governs the affairs of baptist health and its affiliates with honesty and integrity and makes decisions for the benefit of baptist health. Voting board members may not be employed by baptist health nor engaged to provide services to baptist health 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 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 board member 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 compliance 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 or (ii) eliminate the relationship which gives rise to the conflict. Conflict of interest policy compliance: one of baptist health south florida's greatest assets is the integrity of its volunteer board members. One way to assure integrity is their 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 submit the declaration form and perform necessary research to understand if a potential conflict exists. All disclosures and the related research are summarized for the ethics committee of the baptist health board of trustees. Any disclosures that may result in the appearance of”

“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.”

“Transfer to parent, bethesda health. - -279082;”