The Perryridge Corporation

“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. In the event that the organization does not receive a response from any such voting member, the organization reviews other information known to it regarding the voting member and makes a reasonable assessment of independence based on that information. Pursuant to the organization's bylaws, the organization's sole member, greenwich hospital, an exempt organization under section 501(c)(3) of the code (the "parent"), appoints the organization's board of trustees. The bylaws require that the organization's board be comprised of at least one director of the parent, that the organization's president be an ex officio director, and that all officers of the organization also be directors. Two of the organization's board members are compensated as employees by the parent's sole member, yale new haven health services corporation, also exempt under section 501(c)(3) of the code. As a result, a majority of the organization's voting members are not independent because they are compensated as officers or employees of a related organization. These officers are members of the organization's board only as a function of their roles with the parent's sole member.”

“Certain of the organization's current officers and/or trustees may serve as officers and/or directors of affiliates within the organization's corporate system or joint ventures in which the organization's corporate system has an ownership interest. The individual officers and/or trustees do not have personal financial interests in such affiliates and serve only as a function of their roles with the organization or within the organization's corporate system.”

“Greenwich hospital is the organization's sole member.”

“The organization's sole member, greenwich hospital, inc., has the right to elect the organization's board of trustees in accordance with the bylaws.”

“Greenwich hospital, inc., as the organization's sole member, and yale new haven health services corporation, as the ultimate parent of the yale new haven health system (ynhhs) have the rights, powers and privileges set forth in the organization's bylaws, including, in part, the authority to approve the nominees to the organization's board of trustees, amendments to the governing documents, operating and capital budgets, initiation of major new programs and clinical services or the discontinuation or consolidation of such programs, and certain fundamental corporation transactions. In addition, ynhhs has sole authority to take certain actions, including, in part, the issuance and incurrence of indebtedness.”

“There are no committees with authority to act on behalf of the governing body.”

“The form 990 tax return and attached schedules were prepared by employees of the ynhhs tax department. The return is initially reviewed by the executive 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 system, and a final version of the return is sent back to kpmg llp for final review. Prior to filing, the organization made available a complete copy of the return to its board of trustees by web portal.”

“Perryridge corporation is covered under the ynhhs conflict of interest policy approved and adopted by the system compliance committee, which has been delegated the authority to approve and adopt compliance policies on behalf of the entities in the system. 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 of the organization would consult with the board chairperson and the legal and risk services department and take any actions that she 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: perryridge corporation is covered under the ynhhs document retention and whistleblower policies approved and adopted by the system compliance committee, which has been delegated the authority to approve and adopt compliance policies on behalf of the entities in the system.”

“Copies of all available documents are accessible to the public upon request.”