The Norwalk Hospital Association

“While a written policy has not been adopted regarding the evaluation of participation in joint ventures, management follows a procedure in which all possible joint venture arrangements are evaluated under applicable federal tax laws. Management utilized the services of appropriate consultants and legal counsel to evaluate each joint venture opportunity. This evaluation also includes an analysis of how the joint venture will further the hospital's mission. The hospital has taken all appropriate steps to safeguard its tax exempt status with respect to all joint venture arrangements. Joint venture arrangements are approved by the board of trustees.”

“The policies exist at the parent level, which are followed by each entity and are approved by the parent board, but not the board of the norwalk hospital association. This excludes the record retenton policy, which is approved only by the parent audit committee.”

“Western connecticut health network, inc. Is the sole member of nha. Nuvance health is the sole member of western connecticut health network, inc. On february 28, 2024, nuvance health entered into an affiliation agreement with northwell health, inc. ("northwell"), pursuant to which northwell or an affiliated entity would become the active parent and sole corporate member of nuvance health. This transaction was subject to the receipt of regulatory approvals and the satisfaction of closing conditions. Effective may 1, 2025, the parties closed the transaction and northwell, inc. (which is the ultimate sole corporate member of northwell) became the sole corporate member of northwell health system, inc., which became the parent entity of nuvance health.”

“The member shall be responsible for electing, at the annual meeting of the membership, the members of the board of directors of the hospital to serve for three year terms and until their successors are elected and have qualified.”

“Certain fundamental decisions to be undertaken by the hospital require the approval of the member. Any actions requiring member approvals are not deemed approved until the corporation receives approval from the member and of the parent (if required). A) the actions listed below, taken for the hospital or in its capacity voting as a shareholder or member of a subsidiary ("norwalk subsidiary") shall not require approval by the board and are reserved solely to the member: -election or removal of a director of the corporation and the directors or managers of each subsidiary. -election or removal of an officer of the corporation or of a subsidiary who is not an employee or contractor of the corporation or such subsidiary. -except as set forth in 2.2(b), amendment of the corporation's or any subsidiary's organization documents including, without limitation, articles of incorporation, articles of organization, bylaws, operating agreements and certificates of incorporation/organization. -adoption of or revisions to policy relating to the control and supervision of the investment of the corporation's funds. -adoption of or amendment to any of the corporation's or a subsidiary's qualified or non-qualified benefit plan. -approval of the adoption of or any amendment to the policies and procedures governing a) indemnification of directors and officers of the hospital or any subsidiary; b) conflicts or dualities of interest; and c) such other policies the member or the parent may determine; -adoption of or revisions of system-wide quality, performance and credentialing standards and procedures. -approval of the corporation or subsidiary, which includes review of the system-wide accounting policies and controls. -the selection of the corporation's and subsidiary's independent auditors. -adoption of or any material revisions to the capital budget and operating budget. -creation of any corporation which the corporation or subsidiary is the sole or controlling member or sole or controlling shareholder. -adoption of, revisions to and oversight of any system-wide policies and practices relating to regulatory compliance. -modification of the logo, name or branding of the corporation or any subsidiary. -creation of a committee which has the authority to bind the corporation or any subsidiary. -any cessation of any service line owned or controlled directly or indirectly. -any material revisions to the strategic plan of the corporation and of any subsidiary. Any closure, sale or transfer of a hospital owned or controlled directly or indirectly. -any assignment for the benefit of creditors, filing of any petition in voluntary bankruptcy, filing of any petition answer seeking reorganization, or an arrangement with creditors under federal bankruptcy law. -any change in the tax status of or revision of the charity care policies. -any material change in the mission of the corporation or any subsidiary. -except as set forth in section 2.2(b) below, any sale, transfer, lease, exchange, mortgage, encumbrance, pledge or other disposition of assets. -any merger, consolidation or similar transaction involving (a) sale or transfer of all or substantially all of the property, interests or shares (b) acquisition of another organization through merger, consolidation or asset purchase or (c) affiliation of any subsidiary with any other entity for the purposes of the joint conduct of business or other purposes. -any dissolution of any subsidiary or any non-controlled entity. -any incurrence, assumption, or guarantee of any debt, including without limitation any loans, mortgages, leases, notes or other forms of debt. -approval and material revision of the system-wide financial authority policy. -approval of certificate of need applications to be filed (b) the actions listed below, taken for the hospital or in its capacity voting as a shareholder or member of a norwalk subsidiary, which require approval of the board, must also be approved by the member: -amendment of c”

“The forms 990 for nuvance health and affiliated entities are prepared by the nuvance health tax department with assistance from various departments throughout the organization. The returns are reviewed by management and an independent accounting firm. A complete draft is then posted to an intranet site for nuvance health board members, the ultimate parent of the organization, to review the returns prior to filing. The forms 990 are then signed and filed with the irs.”

“Officers, trustees/directors, key employees and other disqualified persons are required to complete a conflict of interest questionnaire annually. Responses are reviewed by the chief compliance, audit & privacy officer. Also, they are required to disclose any conflict to the board or directly to the chairman prior to any meeting. After a potential conflict of interest is disclosed along with all related material facts, the board proceeds to discuss and determine through a majority vote of the disinterested members whether an actual conflict or duality of interest exists. If the interested person is present at the start of the discussion, he or she may answer questions related to the matter and provide additional, relevant facts but is required to leave the meeting during deliberations regarding whether an actual conflict or duality of interest exists.”

“Nuvance health's executive total rewards philosophy is designed to align with the company's strategic direction, and to reinforce its core mission, vision and values. In order to achieve its overall performance objectives, nuvance health provides total rewards programs that recognize executives for performing work well to ensure the achievement of company goals. These programs serve to promote the attraction, engagement, and retention of talented executives throughout their careers with nuvance health. The total rewards programs are designed to be market competitive, compliant with regulatory guidelines reflective of best practices, and differentiated to create strong competitive advantage. Total rewards programs are reviewed on an ongoing basis to ensure continued market competitiveness, relevant value to executives, and fiscal responsibility. Total rewards for nuvance health executives consists of key components of compensation and benefits. Overall executive rewards program will emphasize performance-based elements, whereby targeted levels of compensation will only be achieved if the organization and individual achieve "stretch" goals and objectives. Based on the labor markets for talent for executive roles, nuvance health will utilize a weighted blend of both national comparably sized health care provider market data with a +25% geographic differential applied (differential to be validated on a periodic basis) at two-thirds weight and national comparably sized general industry data, for identified roles where skill sets overlap at one-third weight. Geographic differential reflects the observed and reported executive compensation differential between nuvance health's operating region and the broader national health care provider market. Nuvance health's total rewards philosophy and practices are targeted at the 50th percentile of the relevant market for base salary, and 62.5th percentile for total cash and total direct (where available) compensation elements if target performance is achieved under variable compensation programs. Nuvance health's committee has discretion to position individual levels above or below this targeted competitive positioning, based on such factors as positioning to market, high demand skillsets and difficult to fill or critical to the organization's strategy and success. Our governance promotes consistency and equity; provides clarity and guidance to decision-makers; ensures standard processes and procedures for assessing, calibrating, administering, and delivering effective total rewards throughout the nuvance health system. Oversight and governance of the executive compensation philosophy and programs for eligible executives/disqualified individuals (currently ceo, president, and tiers 1 and 2) will be at the compensation committee of the board level and will follow a structured and rigorous process to ensure compliance with intermediate sanctions under irs guidelines. Compensation review and approval process is identical to the process for the ceo. An annual letter of reasonableness is presented to the executive compensation committee of the board of directors by willis towers watson as consultant to the board. In this annual assessment of the reasonableness of the total remuneration packages provided to select executives, an opinion is rendered with respect to the reasonableness of potential target and maximum total remuneration provided to the included executives for each fiscal year. A bi-annual letter of reasonableness for physician compensation is also presented to the executive compensation committee by korn ferry hay as a consultant to the board. This assessment of the reasonableness of the total remuneration packages provided to physicians is rendered with respect to the reasonableness of potential target and maximum total remuneration provided to each physician.”

“The governing documents, policies and financial statements are available to the public upon request. The documents are provided either electronically or as paper copies. In addition, certain financial information is available on various websites due to regulatory filings such as the 990 and bond holder agreements.”

“For those officers and top 5 employees, for which only 40 hours is noted to reflect paid hours, actual hours worked exceeded this amount. Note: all amounts in column f, of part vii,"estimated amount of other compensation", represent benefits, and do not reflect any compensation for which the average amount of time worked can be reflected.”

“Other - Total Revenue: 513463, Related or Exempt Function Revenue: 513463, Unrelated Business Revenue: , Revenue Excluded from Tax Under Sections 512, 513, or 514: ;”

“All Other Revenue - Total Revenue: 561731, Related or Exempt Function Revenue: 561731, Unrelated Business Revenue: , Revenue Excluded from Tax Under Sections 512, 513, or 514: ;”

“Norwalk hospital association ("nha") is reporting income from the investment of tax-exempt bond proceeds on form 990, part viii, line 4. This income is allocated to nha from its parent, nuvance health. Pursuant to the form 990 instructions, nuvance health reports all required information on form 990, schedule k for the tax-exempt bond issuances of the nuvance obligated group, of which nha is included.”

“CHANGE IN EQUITY INTEREST IN FOUNDATION - 13230629; Board Designated Net Asset Transfer - 43407; Value Care Alliance K-1 Income - -105109; Change in Pension Obligation - -554714;”