Visiting Nurse Association of Southeastern Connecticut Inc.

“Part i, line 4 & part vi, line 1b number of independent voting members of the governing body the organization sought to confirm the independence of each voting member of its governing body by requesting that each such voting member respond to a questionnaire containing the pertinent instructions and definitions and designed to elicit the information necessary to determine independence. Based on responses to the questionnaires received by the organization and annual conflicts of interest disclosures, the organization was able to confirm that five (5) voting members are independent.”

“Part vi, line 2 business relationships between officers, directors, trustees, or key employees the organization's current officers and/or trustees serve as officers and/or directors of taxable affiliates within the organization's corporate system or joint ventures in which the organization's corporate system has an ownership interest. The individual officers do not have personal financial interests in the taxable affiliate and serve only as a function of their roles with the organization or within the organization's corporate system.”

“Effective september 8, 2016, lawrence + memorial corporation ("lmc") and its related organizations became affiliated with the yale new haven health system pursuant to the terms of an affiliation agreement between lmc and yale new haven health services corporation ("ynhhsc") dated as of july 17, 2015 (the "affiliation agreement"). As a result of the closing of the affiliation transaction, ynhhsc became the sole member of lmc. Additionally, the certificates of incorporation and bylaws of lmc and its subsidiaries lawrence + memorial hospital, lmw healthcare, inc., l+m physician association, inc. And visiting nurse association of southeastern connecticut, inc. Were revised as agreed upon in the affiliation agreement to reflect ynhhsc as the ultimate corporate parent and describe the retained powers of ynhhsc, which were consistent with its other affiliated entities.”

“Lawrence + memorial corporation is the sole member of visiting nurse association of southeastern connecticut, inc.”

“Lawrence + memorial corporation, as sole member of visiting nurse association of southeastern connecticut, inc., elects the board of trustees of lawrence & memorial hospital, subject to the additional approval of lawrence + memorial corporation's sole member, yale new haven health services corporation.”

“The sole member of visiting nurse association of southeastern connecticut, inc., lawrence + memorial corporation, has the right to elect the board of trustees of the organization and appoint the president, and has the following additional rights, all subject the additional approval of its sole member, yale new haven health services corporation: to approve operating, cash flow and capital budgets; to approve graduate and undergraduate medical education arrangements; to approve major new clinical programs and services and continuation of same; approval of strategic plans; and adoption of safety and quality assessment policies; to approve the merger, consolidation, dissolution or the sale of all or substantially all the organization's assets; to amend the certificate of incorporation and bylaws of the organization, to approve the execution of long-term or material agreements, and to authorize the execution of contracts with an unrelated third party for management of the assets or operations of the organization. Yale-new haven health services corporation retains the following authority: adoption of budgetary targets, indebtedness, management and control of liquid assets, and appointment of the independent auditor.”

“The form 990 tax return and attached schedules were prepared by employees of the system tax department. The return is initially reviewed by the hospital director of corporate finance. Subsequently, it is sent to kpmg llp for their initial review. After all comments from the above groups are received and reviewed, the return is then reviewed by the chief financial officer of the hospital and a final version of the return is sent back to kpmg us llp for final review. Prior to filing, the organization made available a complete copy of the return to the board of trustees.”

“The organization is covered under the yale new haven health system conflict of interest policy. The yale new haven health system conflict of interest policy and individual annual disclosure form applies to a pool of employees, board members and non-board members serving on board committees. These "covered individuals" are required to complete a conflict of interest disclosure statement, upon beginning employment or otherwise becoming a covered individual and annually thereafter. Covered individuals are also required to immediately report material changes to their most recently completed disclosure statement. These disclosure statements and reports are reviewed by the office of privacy and corporate compliance and/or the legal and risk services department to ensure compliance with the conflict of interest policy. If a potential conflict arises, the president and ceo would consult with the board chairperson and the legal and risk services department and take any actions that he deems required or appropriate to manage or resolve a potential conflict of interest. For example, a voting board or committee member would be required to recuse himself or herself from voting on matters related to the potential conflict and the potential conflict would be disclosed to other voting members. Form 990, part vi, section b, lines 13 & 14: as an affiliate of yale new haven health system, the "system", the organization is covered by the system's document retention and whistleblower policies.”

“The organization has a compensation committee which oversees and coordinates the annual performance evaluations. The committee makes recommendations to the board of directors regarding annual compensation.”

“Governing documents, conflict of interest policy, and financial statements are available to the public upon request.”

“Reclassification due to change in accounting principle 2,152,000.”