Wilkes Medical Center Foundation

“The sole member of the organization is wrmc hospital operating corporation, a north carolina nonprofit corporation.”

“The sole member has the power to appoint the board of directors, which shall be composed of no more than nine voting directors.”

“The sole member has the right to approve the following: appointment and removal of directors, and amendment of the articles and bylaws.”

“The filing organization's board of directors receives copies of the form 990 with sufficient time to permit review, comment, and questions prior to its filing. If modifications are required following such review and comment, the revised form 990 is redistributed to all directors prior to its filing with the irs, along with a report noting the modifications.”

“The organization requires its officers and directors to annually review the conflict of interest policy and determine any potential conflicts of interest. All members of the board of directors are required to determine and report annually, and as they arise, any potential conflicts of interest. The resolution of potential and actual conflicts is subject to the approval of the chair of the board.”

“The filing organization does not pay compensation to directors for their effort devoted to the organization. Certain officers and directors are employed by a related organization, wake forest university baptist medical center (wfubmc) and the determination of the compensation of such individuals is conducted via the process utilized by the wfubmc board, as follows: the advocate health compensation and benefits committee ("the committee") of the advocate health, inc. Board of directors ("the board") has authority as the wfubmc board delegates to it, for the review and approval of executive compensation. No member of the committee is an employee of wfubmc or the filing organization. The committee relies upon an external, independent compensation consultant retained directly by the committee to provide third-party compensation comparability data for evaluating the competitiveness and reasonableness of executive compensation and benefits programs relative to market practices for similarly situated healthcare organizations. In evaluating compensation, the committee follows corporate governance best practice such as adherence to the company's executive compensation philosophy and review processes; processes to ensure committee member and compensation consultant independence; data from healthcare organizations of comparable size, structure, and complexity; and establishment of the rebuttable presumption of reasonableness, per irs guidelines. Minutes of the deliberations of the committee are maintained in the advocate health, inc. Legal department.”

“The organization's articles of incorporation are available to the public on request and are available on the website of the north carolina secretary of state. Provisions from the organization's bylaws are included as necessary in the organization's policies, and are attached to the form 1023 filed for the organization with the irs, which is publicly available. The conflict of interest policy and financial statements are available to the public on request.”