Alice Peck Day Health Systems Corp

“The Organization consists of Incorporators who are actively interested and supportive of the Organization and who have been elected pursuant to the bylaws. The total number of Incorporators, excluding medical staff and current Board members, shall not exceed 350. New Incorporators may be nominated by the governance committee of the Board. In addition, any 15 Incorporators may nominate a person to serve as an Incorporator by submitting the name and address of the nominee, in writing, to the secretary and president at least 10 days prior to the annual meeting of the Incorporators. New Incorporators shall be elected by the Incorporators at the annual meeting or at any special meeting duly called for such purpose. Incorporators shall hold office for life, provided, however, any Incorporator who, without good cause, does not attend three consecutive annual meetings may be asked by the governance committee to resign as an Incorporator. Incorporators may also voluntarily resign.”

“At the annual meeting, the Incorporators determine the number of Trustees, elect Trustees for the ensuing year, and transact any other business that has been noticed for the meeting.”

“The completed Form 990 is provided to the Chair of the Board and a designated member of the finance committee in advance of the filing deadline to enable a detailed and conscientious review to bring to the rest of the members of the committee to address any questions or changes. The completed Form 990 is also distributed to all members of the full Board for review no later than the final regularly scheduled Board meeting prior to the filing deadline. All questions and concerns are addressed by the Chief Executive Officer and incorporated into the Form 990 as deemed appropriate. After all input from the Board, finance, and governance committees has been appropriately addressed and incorporated into the final Form 990, a vote of acceptance of the final document is required. The vote is recorded in the minutes of the Board of Trustees prior to the filing of the Form 990. Once approved, senior management files the final Form 990 with the Internal Revenue Service as required.”

“The Alice Peck Day System has a multifaceted conflict of interest policy. Members of the Board of Trustees complete conflict of interest questionnaires on an annual basis and any new members complete the questionnaire upon joining the Board. As part of our ongoing monitoring process, our Executive Assistant reviews all Board questionnaires and disclosures to identify any potential conflicts before they arise. In addition, our Executive Assistant attends all Board meetings to ensure that if any conflicts arise, they are handled appropriately. If such conflicts arise, the Organization complies with the New Hampshire and federal requirements for disclosures of such events. The Organization is committed to conducting its business in a manner that is both ethical and legal. As part of this commitment, a standard of conduct form is required of all employees of the Organization. This is reviewed with all employees upon hire and on an annual basis thereafter. The standard of conduct covers conflict of interest and other vital matters to ensure all business activity is conducted in a manner that is consistent with the highest standards of honesty, integrity and fairness.”

“The compensation committee of the Alice Peck Day Health System, Corp. Board of Trustees is responsible for determining the compensation of the Chief Executive Officer/President. The Vice President of Human Resources and Organizational Development provides compensation data of comparable organizations with approximately the same size staff and spending in a location of similar size. The committee determines the appropriate compensation and approves an amount that is then communicated to the human resources department for adjustment. The CEO/President is responsible for reviewing the performance of senior management staff. The information is brought to the compensation committee of the Board of Trustees along with a recommendation for the salary of each individual. The compensation is determined through an analysis of salary data and performance. Individual salary increases are then based on overall performance, within budgeted wage increases for the Organization. The compensation committee approves the base compensation and salary increase amount.”

“The Organization makes its governing documents, conflict of interest policy, and financial statements available to the public upon request.”

“For administrative purposes, the employees of Alice Peck Day Lifecare Center, Inc. and Alice Peck Day Health Systems, Corp. are paid through Alice Peck Day Memorial Hospital, which acts as the common paymaster.”

“Impact of Interest Rate Swap 3,142.”

“The finance committee acts as the audit committee and oversees the audit process for the Alice Peck Day entities. The audit process for the financial statements did not change from the prior year. Independent accountants performed the audit for the fiscal years ended 9/30/14 and 9/30/15.”

“The Organization is the direct controlling parent company of Alice Peck Day Lifecare Center, Inc. (02-0479094) and Alice Peck Day Memorial Hospital (02-0222791). The Organization is also the direct controlling parent company of Alice Peck Day Realty Corp. (02-0485369) and Alice Peck Day Health Management Corp. (02-0485370). Both entities are inactive and hold no assets.”