The Health Foundation

“In its memorandum & articles of association (m&aa), the foundation describes its trustees as "governors and 12 governors comprise the board of governors of the foundation. The m&aa also states that governors are the members of the foundation. The members are not stockholders of the foundation - as previously explained in schedule o, the foundation is a company limited by guarantee and therefore it cannot have a share capital.”

“The existing governors elect new governors to the foundation. The process is begun by the remuneration and governance committee, a committee of the board. It interviews prospective candidates and then makes a recommendation to the board. Elections of governors can take place at meetings of the board of governors however this is normally done via written resolution. The m&aa limit the number of terms for which a governor may be elected and the length of each term.”

“See explanation for part vi, section a, line 7a.”

“The form has been compiled by the financial team, with governance elements checked by the head of governance and final review carried out by the chief finance officer. The board of governors has been provided with the form.”

“A governor/officer must declare the nature and extent of any direct or indirect interest which they have in a proposed transaction or arrangement with the foundation; and any duty or any direct or indirect interest which they have that conflicts or may conflict with the interests of the foundation or their duties to the foundation. If a governor/officer's interest or duty gives rise (or could reasonably be regarded as likely to give rise) to a conflict of interest or a conflict of duties with or in respect of the foundation, they may not participate in the decision-making process. If required, a governor/officer with a conflict of interest or conflict of duties can take part in the discussions but only to such extent that, in the view of the chair, it is necessary to inform the debate. In these circumstances, they may not be counted in the quorum for that part of the process and must withdraw during the vote and have no vote on the matter. This process, along with the annual conflict declarations, is administered and monitored by the governance team.”

“The remuneration and governance committee of the board, which meets regularly, approves the framework and policy determining the overall reward strategy applicable to foundation employees. It also determines the reward, benefits and - in the widest sense - compensation of the members of the executive team which includes the chief executive. The foundation engages in a rigorous process of benchmarking the senior management's compensation to confirm that compensation of foundation staff has been reasonable in amount in light of each individual's duties and responsibilities and confirms these levels are appropriate when compared to other similar institutions in the uk.”

“The foundation's governing document is its memorandum and articles of association (m&aa), as amended from time to time, which under the applicable law in england & wales, is filed at companies house, crown way, maindy, cardiff, cf14 3uz, wales. Copies of the m&aa may be obtained from companies house using its website- www.companieshouse.gov.uk- upon payment of a nominal fee. The company registration number is 01714937. The foundation's annual report, which includes the audited financial statements, is filed at companies house and also with the charity commission of england & wales. Soft copies may be obtained free of charge using the commission's website- www.charity-commission.gov/uk. The foundation's charity registration number is 286967. The annual report is also available in pdf format from the foundation's own website- www.health.org.uk. The foundation does publish its declarations of interest and conflict of interest policy on its public website. It makes the policy available to its employees through the foundation's intranet which may only be accessed by current employees.”

“Exchange rate - the health foundation (the foundation) is a foreign organization and reports in pounds sterling. All amounts on this schedule in us $ converted at the rate $1/0.783. Under thf's memorandum & articles of association (m&aa), the trustees are described as governors. The m&aa state that governors shall not be entitled to any remuneration for acting as governors.”

“The foundation is a foreign organization with all of its activities carried out from its london office. It does not have employees in the u.s. And therefore does not file form w-3. The full time equivalent average number of persons, all employed in london, was 273.”

“The foundation is a foreign organization and therefore does not file fincen form 114. All bank accounts are held with major banks in the united kingdom.”

“Loss on currency exchange -26,191,340.”

“The compilation and review of entity's financial statements are carried out by thf's professionally qualified finance team.”

“The board has established an audit committee to assist the board in meeting its responsibilities in respect of financial reporting and to provide a channel of communication between the foundation's auditors and the board. Under the audit committee's terms of reference, which are reviewed regularly, the committee, inter alia, reviews the annual report and financial statements and reviews the external auditors' audit findings. It also considers and makes recommendations on the appointment of external auditors, the rotation of external auditors' partners responsible for the audit and any questions relating to the resignation or dismissal of the external auditor.”