Baylor Medical Foundation

“Effective July 1, 2019 the governing documents of the organization were revised to reflect a reclassification in its foundation status as a Type I supporting organization described in Section 509(a)(3) of the IRC. Following this restatement, the organization now has one member, Baylor College of Medicine ("BCM"), which appoints and has the power to remove and replace all members of the organizations board of directors and is reserved certain other powers. FORM 990, PART VI, LINE 6 BAYLOR COLLEGE OF MEDICINE IS THE SOLE MEMEBER OF THE ORGANIZATION. FORM 990, PART VI, LINE 7A Baylor College of Medicine, as the sole member of the organization, has the power to appoint all members of the organizations board of directors. FORM 990, PART VI, LINE 7B The following matters are reserved to and require the affirmative action of Baylor College of Medicine to be effective: a. Appointment of the chief executive officer, secretary and treasurer; b. Annual operating and capital budgets; c. Merger, acquisition, liquidation or consolidation; d. Borrowing or lending of money, or guaranteeing anothers debt; e. Appointing, removing and replacing directors; f. Any agreement or related series of agreements exceeding $100,000; and g. Amendments to the Bylaws. FORM 990, PART VI, LINE 11B PRIOR TO FILING, A COPY OF BMF'S IRS FORM 990 IS CIRCULATED TO THE BOARD OF DIRECTORS FOR REVIEW.”

“The organization sends its conflict of interest policy to all trustees annually and requires them to complete and return the questionnaire. The organization reviews the responses and ensures that no conflicts of interest exist.”

“The top officials of baylor medical foundation are compensated by baylor college of medicine ("bcm"), a related tax-exempt organization. Bcm hires a qualified independent compensation analyst to review and assess current compensation, and any proposed modifications for the president and other officers. The management development and compensation committee of the board of trustees for bcm reviews and, in reliance on the report from the independent compensation consultant, which includes an opinion on the "reasonableness"fair market value" of proposed compensation, may modify the compensation for the top officials. The committee documents the basis for its determination on such compensation concurrently with making the determination.”

“The foundation makes its governing documents and financial statements available upon request.”