Brazosport Health Foundation Inc

“According to the organization's bylaws, the sole member of the organization is the community hospital of brazosport, a texas non-profit corporation.”

“According to the organization's bylaws, directors of the foundation shall be appointed by the corporate member no later than june 30 of each year. Prior to each annual meeting of the corporate member, or such other meeting called for the purpose of appointing directors of the foundation, the governance committee shall select and submit to the board a slate of nominees qualified to serve on the board. The board shall review the names and qualifications of each individual on the recommended slate and shall vote to accept or refuse each nominee. The names and qualifications of each individual accepted by the board shall then be submitted to the corporate member, who shall then appoint or refuse each nominee in accordance with the governance matrix and with the recommendation of the president health system delivery and chief operating officer or other designee. Notwithstanding anything in these bylaws to the contrary, the corporate member may unilaterally appoint one or more individuals to the board should the board fail to furnish the corporate member with a list of individuals qualified to serve on the board in accordance with this section.”

“The foundation's corporate member is community hospital of brazosport. Pursuant to section 5.4 of the foundation's bylaws, both community hospital of brazosport and commonspirit health (community hospital of brazosport's sole corporate member) have reserved powers as outlined in the commonspirit health governance matrix. Pursuant to the governance matrix the following rights are held by the community hospital of brazosport board: * approve members of the brazosport health foundation board * amendment of the corporate documents of the brazosport health foundation * approve removal of a member of the governing body of the brazosport health foundation * adoption of long range and strategic plans for the brazosport health foundation the following rights are reserved to the commonspirit health board directly or through powers delegated to the commonspirit health chief executive officer: * substantial change in the mission or philosophy of the brazosport health foundation * removal of a member of the governing body of the brazosport health foundation * approval of issuance of debt by brazosport health foundation * approval of participation of brazosport health foundation in a joint venture * approval of formation of a new corporation by brazosport health foundation * approval of a merger involving the brazosport health foundation * approval of the sale of all or substantially all of the assets of the brazosport health foundation * to require the transfer of assets by the brazosport health foundation to commonspirit health to accomplish commonspirit health's goals and objectives, and to satisfy commonspirit health debts. Pursuant to section 5.5 of the foundation's bylaws, community hospital of brazosport or commonspirit health may, in exercise of their approval powers, grant or withhold approval in whole or in part, or may, in its complete discretion, after consultation with the board and its president and the chief executive officer of the foundation, recommend such other or different actions as it deems appropriate.”

“Following the preparation of the form 990 by tax analysts of commonspirit health, a related organization, the return is reviewed by the commonspirit health tax director. Then the organization presents drafts to board members for review prior to filing. Subsequent to the board review, the tax department files the return with the appropriate federal and state agencies, making any non-substantive changes necessary to effect e-filing. Any such changes are not re-submitted to the board.”

“The organization has a conflicts of interest ("coi") policy (the "policy") in place to protect the interests of commonspirit health ("commonspirit") in circumstances that may result in a conflict between personal interests of a person and the interests of the organization and those it serves. Commonspirit's coi policy applies to commonspirit, its direct affiliates and subsidiaries and any related entity the governing documents of which require the entity to comply with commonspirit policy (collectively the "system entities"). The following persons are required to disclose actual or potential conflicts of interest at least annually (via a formal system-administered survey) if the person's affiliation with commonspirit continues: - members of corporate and community boards of system entities - members of committees of corporate and community boards of system entities - members of the executive leadership team ("elt") of commonspirit - corporate officers of system entities - key employees and highest compensated employees as specified by the internal revenue service for form 990 purposes who are not otherwise included in the categories above - employees of system entities at the vice president level and above - all individuals engaged in research at institutions owned or operated by a system entity - select employees as determined from time to time by leadership disclosure, review, and management of perceived, potential, or actual conflicts of interest are accomplished through a defined coi disclosure review process. Each person is required to promptly and fully disclose any situation or circumstance that may create a conflict of interest as soon as she/he becomes aware of it. In addition, at the inception of an individual's relationship with commonspirit (e.g. Hiring, board appointment), and for certain positions, annually thereafter, written conflict of interest disclosure forms must be completed. A failure to disclose may result in disciplinary or corrective actions. Reported potential or actual conflicts of interest are initially reviewed by legal, corporate responsibility or research integrity staff. If necessary, a conflict of interest management plan is developed, which plan shall be subject to acceptance by the appropriate direct manager, supervisor, medical staff office, board or board committee (for board, board committee, elt or corporate officer conflicts), or other appropriate individual or body. Once accepted, the conflict of interest management plan is communicated to the person with the actual or potential conflict and the individual must conduct themselves in conformity with the plan. In the event that a transactional conflict interest arises in connection with a system entity board meeting, the conflicted individual must disclose that conflict prior to or at the beginning of the meeting in which the matter is to be considered. The conflicted individual is excluded from voting on the transaction and is prohibited from using personal influence with respect to the matter, but is not prohibited from providing input if requested to do so.”

“Line 15a: the organization's top management official's compensation was paid a related organization. The board of stewardship trustees appoints a human resources and compensation committee, comprised exclusively of independent directors, who are accountable for approving reasonable compensation packages for each officer and certain key employees (including the president/ceo). The human resources and compensation committee approves, consistent with the organization's philosophy and principles, the annual performance goals and criteria to be used in determining merit increases and variable compensation criteria for officers and key executives. The human resources and compensation committee also engages an independent consultant as necessary and qualified independent compensation and benefits specialists (independent experts) to review, analyze and provide benchmarking data for the total compensation and benefits packages of officers and key executives. Appropriate comparable data is obtained from the independent experts, (e.g., total economic benefits paid by similarly situated organizations, both taxable and tax-exempt, for similar job responsibilities). Key deliberations of the committee are documented in meeting minutes which are approved at the next committee meeting and provided to the board of stewardship trustees. The documentation of the deliberations includes (a) the terms of the agreement approved and the date approved; (b) the members of the committee who were present during discussion of the approved agreement and those who voted on it; and (c) the comparability data obtained and relied upon by the committee and how the data was obtained. Line 15b: during the tax year ended 6/30/2022, no officers, directors or trustees received compensation from the organization. Any executive compensation paid to officers, directors or trustees by related organizations was set by the related organization's compensation committee utilizing both an independent consultant and comparability studies to determine compensation. Therefore, these questions are more appropriately answered as n/a.”

“The organization's financial statements, conflict of interest policy and governing documents are available to the public upon request. The organization's financial statements are included in commonspirit health's consolidated audited financial statements that are available at www.commonspirit.org.”

“Payments to vendors for entities that are part of commonspirit health are made by commonspirit health. Therefore, no forms 1099 are issued by brazosport health foundation, inc. Commonspirit health files the forms 1099 and complies with the backup withholding rules for reportable payments to vendors and game winnings. The forms 1099 issued on behalf of brazosport health foundation, inc. Are reported to the irs.”