Baptist Health Services

“The executive committee of the baptist health system board appoints directors to the administrative compensation committee. The administrative compensation committee approves the initial salary and any subsequent salary adjustments for the president/ceo for baptist health. The chro presents the compensation philosophy, an overview of market data results, and a summary of benefits to the administrative compensation committee of the board. An independent review of the executives salary ranges will be performed at a minimum of every three years unless extenuating circumstances arise. The director and above, executive directors or key employees will have an annual review of salary ranges at a minimum of every three years for use in determining the appropriate salary range and pay for the leadership team.”

“The organization is a nonprofit corporation and has a single member, baptist health. The organization has no shareholders and does not pay dividends or otherwise distribute profits or excess revenues. The member does elect the governing body and has the power to remove members of the governing body. The member can amend the articles of incorporation and bylaws of the organization. The member can receive a distribution of the organizations assets upon dissolution, if it is an organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization under section 501(c)(3) of the internal revenue code.”

“The organization is a nonprofit corporation and has one class of members consisting of baptist health. The member has the power to elect and remove members of the governing body, periodically or as vacancies occur”

“The organization has one class of member who can vote for membership decisions. Member approval is required for (i) removal of members, (ii) election and removal of a director, (iii) changes in the eligibility and qualification of directors, (iv) amendment of the articles of incorporation, (iv) a sale of substantially all of the assets of the organization, (v) merger with another entity, and (vi) dissolution of the organization.”

“Form 990 is reviewed by baptist health's vice president of finance and chief financial officer.”

“Directors and above annually complete a questionnaire. The chief human resources officer investigates any potential conflicts and takes appropriate action depending on the nature of the conflict. The board members are required to annually submit a written statement and answer a questionnaire. A subcommittee of the board reviews any conflicts and reports those to the executive committee. The executive committee determines the appropriate action depending on the nature of the conflict. If an issue were to arise in which a potential conflict existed, the person with the potential conflict would be excused and would not vote on the topic at hand.”

“Copies of the organization's policies and governing documents are not made available to the public.”