| Form 990, Part VI, Section A, line 2 |
Chad Eckes and Terry Williams, both officers of the organization, were Board members of MedCost Benefit Services. |
| Form 990, Part VI, Section A, line 3 |
During calendar year 2016, Wake Forest University Health Sciences, a related organization, paid $193,077 to Foundation Work, Inc. for services provided by Steven C. Bloom as Wake Forest Baptist Medical Center's interim chief human resources officer and as vice president and chief human resources officer for the period May 2016 to August 2016. |
| Form 990, Part VI, Section A, line 6 |
The organization's two members are North Carolina Baptist Hospital and Wake Forest University. |
| Form 990, Part VI, Section A, line 7a |
Half of the Board is elected by North Carolina Baptist Hospital from its Board members. The other half is elected by Wake Forest University from the Wake Forest University Health Sciences Board members. |
| Form 990, Part VI, Section A, line 7b |
The organization will carry out the functions and purposes stated in the medical Center Integration Agreement ("MCIA"), subject to the reserve powers or approval of the Members on select issues, including day to day management, strategic direction, managed care contracting and other business activities. |
| Form 990, Part VI, Section B, line 11b |
THE FILING ORGANIZATION's BOARD OF DIRECTORS RECEIVE a COPY OF THE FORM 990 WITH SUFFICIENT TIME TO PERMIT REVIEW, COMMENT, AND Pose QUESTIONS PRIOR TO ITS FILING. THE AUDIT AND COMPLIANCE COMMITTEE OF THE GOVERNING BOARD of WFUBMC, comprised of the audit and compliance committees OF WFUHS AND NCBH, REVIEW IN ADDITIONAL DETAIL THE FILING ORGANIZATION's FORM 990 WITH THE ORGANIZATION's CHIEF FINANCIAL OFFICER OR HIS DESIGNEE, WHO ANSWERS QUESTIONS AND ADDRESSES CONCERNS RAISED BY SUCH COMMITTEE MEMBERS OR OTHER FILING ORGANIZATION DIRECTORS. IF MODIFICATIONS ARE REQUIRED FOLLOWING SUCH REVIEW AND COMMENT, THE REVISED FORM 990 IS REDISTRIBUTED TO ALL board members PRIOR TO ITS FILING WITH THE IRS, ALONG WITH A REPORT NOTING THE MODIFICATIONS. |
| Form 990, Part VI, Section B, line 12c |
The organization requires its officers, directors and key employees to annually review the conflict of interest policy and determine any potential conflicts of interest. Any potential conflicts noted in the questionnaire are reviewed by a standing committee for appropriate resolution. All members of the Board of Directors are required to determine and report annually, and as they arise, any potential conflicts of interest to the Secretary of the Board of Directors. The resolution of potential and actual conflicts is subject to the approval of the Chair of the Board. |
| Form 990, Part VI, Section B, line 15 |
THE GOVERNANCE AND COMPENSATION COMMITTEE of the filing organization FUNCTIONS AS THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS, and REVIEWS AND APPROVES THE APPOINTMENT AND COMPENSATION OF THE SENIOR EXECUTIVES OF THE FILING ORGANIZATION. NO MEMBER OF THE WFUBMC GOVERNANCE AND COMPENSATION COMMITTEE IS AN EMPLOYEE OF THE MEDICAL CENTER. THE GOVERNANCE AND COMPENSATION COMMITTEE RELIES UPON AN EXTERNAL, INDEPENDENT COMPENSATION CONSULTANT EXPERIENCED IN HEALTHCARE TO PROVIDE THE COMMITTEE WITH COMPENSATION COMPARABILITY DATA FOR NEW EXECUTIVE POSITION APPOINTMENTS AND FOR COMPENSATION REVIEWS FOR EXISTING EXECUTIVES. THE CONSULTANT, WHICH IS RETAINED DIRECTLY BY THE GOVERNANCE AND COMPENSATION COMMITTEE, PROVIDES THIRD-PARTY INFORMATION AND EVALUATES THE COMPETITIVENESS AND REASONABLENESS OF EXECUTIVE COMPENSATION AND BENEFITS PROGRAMS IN RELATION TO MARKET PRACTICES FOR SIMILARLY-SITUATED NONPROFIT HEALTHCARE ORGANIZATIONS. THE COMMITTEE MAKES ITS DECISIONS WITH RESPECT TO EXECUTIVE COMPENSATION IN ACCORDANCE WITH THE FILING ORGANIZATION'S POLICIES, IRS REGULATIONS, AND STANDARD CORPORATE GOVERNANCE PRACTICES. SUCH POLICIES INCLUDE ADHERENCE TO: BOARD-ESTABLISHED EXECUTIVE COMPENSATION PHILOSOPHY AND REVIEW PROCESSES; PROCESSES ENSURING GOVERNANCE AND COMPENSATION COMMITTEE MEMBER AND COMPENSATION CONSULTANT INDEPENDENCE; USE OF VALID MARKET COMPARISONS OF DATA FROM PEER ACADEMIC MEDICAL CENTERS OF SIMILAR ORGANIZATIONs of similar STRUCTURE, SIZE, AND COMPLEXITY; CAREFUL DOCUMENTATION OF ALL COMPENSATION DECISIONS; AND ESTABLISHMENT OF THE REBUTTABLE PRESUMPTION OF REASONABLENESS, PER IRS GUIDELINES. MINUTES OF THE DELIBERATIONS OF THE GOVERNANCE AND COMPENSATION COMMITTEE ARE CONTEMPORANEOUSLY MAINTAINED AND THAT COMPARABILITY DATA IS MAINTAINED IN THE MEDICAL CENTER'S OFFICE OF EXECUTIVE COMPENSATION SERVICES. IN THE EVENT THAT A MEMBER OF THE GOVERNANCE AND COMPENSATION COMMITTEE HAS A CONFLICT OF INTEREST RELATED TO EXECUTIVE APPOINTMENT OR COMPENSATION, THAT MEMBER DOES NOT PARTICIPATE IN THE DELIBERATION OR APPROVAL OF APPOINTMENT OR COMPENSATION AND SUCH ABSTENTION IS NOTED IN THE COMMITTEE'S MEETING MINUTES. |
| Form 990, Part VI, Section C, line 19 |
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. The organization's bylaws are not published, but provisions from the 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 not available to the public. |
| Form 990, Part XI, line 9: |
Equity Method - Affiliates -8,020,779. Interco Transfer & Other -8,110,214. |
Attach to Form 990 or 990-EZ.