St. Francis Research and Educational Corporation

“The beneficial ownership of st. Francis research and educational corporation is st. Francis hospital. St. Francis hospital's sole member is catholic health system of long island (d/b/a/catholic health services of long island)(chs). Chs is a new york not-for-profit corporation organized to serve as the coordinating body of an integrated network of healthcare providers. Chs is sponsored by the roman catholic diocese of rockville centre (diocese).”

“Chs is the sole member and established co-operator of st. Francis hospital and as such, has the right to appoint the governing body of st francis research and educational corporation.”

“Chs as the sole member and established co-operator of st. Francis hospital is required to approve certain decisions made by the governing body of st. Francis research and educational corporation.”

“The form 990 and related schedules are completed by outside tax advisors and reviewed internally by management. The final draft of the form 990 is then provided to all voting members of the board, and presented to the compliance and audit committee (the committee) of the board of directors of chs, which has been delegated the form 990 review function by the board. Upon review and recommendation of the committee, the form 990 is then sent to the board for approval. Upon board approval, the form 990 is submitted to the internal revenue service.”

“Disclosure in accordance with the conflict of interest policy (the policy) by board and board committee members, employees and others that satisfy the criteria to be considered an interested person is submitted upon hire or appointment and annually thereafter. Such individuals have a continuing obligation to update the information provided during the course of the year. A summary of disclosures is provided to the chs compliance and audit committee by chs' compliance officer. All disclosures are investigated and information related to the disclosure is gathered and summarized and included with the summary of disclosures. Upon review of the summary of disclosures, the chs compliance and audit committee shall report its findings to the chs board of directors. The board shall determine whether a conflict of interest exists based on the criteria contained in the policy. If a conflict of interest is identified and a majority of the board or board committee agrees that the transaction or arrangement is in the best interest of chs and wishes to go forward with it, the chair of the board of directors shall provide a written request to the chair of the chs compliance and audit committee, delineating the transaction and conflict and providing reasons why the board agrees that the transaction or arrangement is in the best interest of chs, certifies that chs cannot secure similar services from an organization without a conflict, and wishes to go forward with it. The person determined to have a conflict of interest must recuse him/herself from any decision making or voting on the interest that gave rise to the conflict.”

“The chief administrative officer submits for approval to the system ceo recommendations for base salary adjustments and incentive awards for "disqualified persons" as defined in the chs executive compensation policy (compensation policy). The compensation policy defines a "disqualified person" as a person in a position to exercise substantial influence over the affairs of chs or an operating entity, and is either a) a voting member of the board of directors or board of trustees; b) the entity's president, chief executive officer (ceo), and chief operating officers (coo) or persons holding equivalent positions; c) the entity's treasurers and chief financial officers (cfo); d) the person's compensation is primarily based on revenues derived from activities of chs or an operating entity, or of a particular department or function of chs or an operating entity, that the person controls; e) the person has or shares authority to control or determine a substantial portion of chs or an operating entity's capital expenditures, operating budget, or compensation for other employees; f) the person manages a department or activity of chs or an operating entity that represents a substantial portion of the activities, assets, income, or expenses of chs or an operating entity, compared to the organization as a whole; or g) family members of any of those described in the preceding d, e, or f. Once approved by the chs ceo, these recommendations are sent to the executive compensation committee of the chs board of directors for review. The executive compensation committee, with an independent compensation consultant engaged by the board, will review proposed salary adjustments and incentive awards to ensure reasonableness by reviewing comparable total compensation data (including incentives) paid to similarly situated executives at the median of the defined marketplace with possible adjustment made for special skill, experience, competence and performance, including contribution to the system as a whole. Reviews are performed annually by an independent consultant. The compensation committee sets standards to ensure that the criteria used to determine incentive compensation are specific, objective, measureable and related to indicators of performance. Based on the information provided, the committee will then make its recommendation to the chs board of directors.”

“Governing documents - certificate of incorporation filed with the nys department of state; conflict of interest policy is not publicly available; chs consolidated financial statements are available at dac bond.”

“Hours for trustees are the estimated weekly hours (2.0) trustees contribute to this and all other related organizations, not necessarily equally but in the proportion necessary, for which they receive no compensation. Alan guerci, m.d. President and ceo - the total hours worked reported reflects time worked as an officer for all of the following related entities: chs services, inc. (11-3555766); rvc insurance company, inc. (20-8067039); catholic health systems of long island (11-3403968); st francis hospital (11-2050523); st francis hospital research & education corporation, inc. (11-3090867); st francis hospital foundation (11-2916033); mercy medical center (11-1635088); wsnchs north, inc. (11-3438973); good samaritan hospital medical center (11-1888924); good samaritan self insurance against malpractice (11-2537396); st. Catherine of siena medical center (06-1562701); siena village (06-1569129) and st. Charles hospital (11-1871039). Ruth hennessey, executive vp and cao - the total hours worked reported (50.0) reflects time worked as an officer for all of the following related entities: st. Francis hospital (11-2050523); st. Francis hospital foundation (11-2916033); st. Francis research and educational corporation inc. (11-3090867). William c. Armstrong, svp finance - the total hours worked reported reflects time worked as an officer or highest paid employee for all of the following related entities: chs services, inc. (11-3555766); st francis hospital (11-2050523); st francis hospital research & education corporation, inc. (11-3090867); st francis hospital foundation (11-2916033); mercy medical center (11-1635088); wsnchs north, inc. (11-3438973); good samaritan hospital medical center (11-1888924); st. Catherine of siena medical center (06-1562701); st. Charles hospital (11-1871039); st. Charles hospital foundation (41-2076312); siena village, inc. (06-1569129); good samaritan self insurance against malpractice (11-2537396) and good samaritan hospital foundation (77-0611240).”