FORM 990, PARTS VIII, IX, X: |
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 $1/0.779. 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. |
FORM 990, PART V, LINE 2B: |
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 177. |
FORM 990, PART V, LINE 4B: |
THE FOUNDATION IS A FOREIGN ORGANIZATION AND THEREFORE DOES NOT FILE FORM TD F 90-22.1. ALL BANK ACCOUNTS ARE HELD WITH MAJOR BANKS IN THE UNITED KINGDOM. |
FORM 990, PART VI, SECTION A, LINE 6 |
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. |
FORM 990, PART VI, SECTION A, LINE 7A |
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. |
FORM 990, PART VI, SECTION A, LINE 7B |
SEE EXPLANATION FOR PART VI, SECTION A, LINE 7A. |
FORM 990, PART VI, SECTION B, LINE 11B |
THE INVESTMENT COMMITTEE OF THE BOARD IS AWARE THAT THIS FORM IS BEING SUBMITTED AND THAT IT IS SIGNED BY THE DIRECTOR OF FINANCE AND OPERATIONS. |
FORM 990, PART VI, SECTION B, LINE 12C |
WHENEVER A PERSON HAS A PERSONAL INTEREST IN A MATTER TO BE DISCUSSED AT A MEETING OR HAS AN INTEREST WITH ANOTHER ORGANIZATION WHOSE INTERESTS ARE REASONABLY LIKELY TO CONFLICT WITH THOSE OF THE FOUNDATION IN RELATION TO A MATTER, HE OR SHE MUST DECLARE AN INTEREST BEFORE DISCUSSION BEGINS ON THE MATTER, WITHDRAW FROM THAT PART OF THE MEETING UNLESS EXPRESSLY INVITED TO REMAIN OR DECLINE TO PARTICIPATE IN ANY DISCUSSION ON THE MATTER UNLESS EXPRESSLY ASKED TO DO SO; IN THE CASE OF PERSONAL INTERESTS NOT BE COUNTED IN THE QUORUM FOR THAT PART OF THE MEETING, AND IN THE CASE OF PERSONAL INTERESTS WITHDRAW DURING THE VOTE AND HAVE NO VOTE ON THE MATTER. |
FORM 990, PART VI, SECTION B, LINE 15 |
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. |
FORM 990, PART VI, SECTION C, LINE 19 |
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. |
FORM 990, PART XI, LINE 9: |
GAIN ON EXCHANGE RATE TRANSLATION 36,532,092. |
FORM 990, PART XII, LINE 2A: |
THE COMPILATION AND REVIEW OF ENTITY'S FINANCIAL STATEMENTS ARE CARRIED OUT BY THF'S PROFESSIONALLY QUALIFIED FINANCE TEAM. |
FORM 990, PART XII, LINE 2C: |
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. |