Institute for Applied Gerontology

“METROPOLITAN JEWISH HEALTH SYSTEM, INC. IS THE SOLE MEMBER OF MJHS Institute for Innovation in Palliative Care. METROPOLITAN JEWISH HEALTH SYSTEM, INC. ELECTS THE MEMBERS OF THE GOVERNING BODY. THE MEMBERS CAN: 1) ELECT DIRECTORS 2) AMEND BYLAWS 3) EXERCISES OTHER LIMITED POWERS AS GRANTED TO IT UNDER THE NEW YORK NOT FOR PROFIT CORPORATION LAW.”

“Draft of the completed return is reviewed by the president, cfo, and senior vp, general counsel and their staff. Any comments arising from their review are discussed and, if required, changes are made to the draft. That draft will be submitted to the mjhs finance committee for its review and approval. Once the committee has completed its review, a copy of the return is provided to all board members before it is filed with the irs.”

“Each director, principal officer, key employee and member of a committee with board delegated powers must file and maintain current the organization's directors biographical information form and, on an annual basis, complete the organization's directors conflict of interest statement and acknowledgement which acknowledges that each individual has disclosed any potential conflict of interest; received a copy of the conflicts of interest policy; read and understands the conflict of interest policy; and agreed to comply with the conflicts of interest policy. The senior vice president/general counsel supervises the distribution, collection and review of the annual directors conflict of interest statement and acknowledgement. From time to time, directors, principal officers, key employees and/or committee members are reminded of their obligation to disclose potential or actual conflicts of interest when and if they arise. Procedures for managing identified conflicts: each director, principal officer, key employee, and member of a board committee is required to disclose any actual or potential conflict of interest to the individual considering the proposed transaction or arrangement. In the event of such a disclosure, the interested party is excused from the meeting and the board/committee determines whether a conflict exists. If the board/committee determines that a conflict exists, the chairperson of the board or designee (if appropriate) will appoint a disinterested person or committee to investigate and report to the board of directors alternatives to the proposed transaction or arrangement. Based on the information furnished by the disinterested person or committee, the board of directors will make a determination of whether the corporation can obtain a more advantageous transaction or more reasonable arrangements from an entity or person that would not give rise to a conflict of interest. If a more advantageous transaction or arrangement that would not give rise to a conflict of interest is not reasonably attainable under the circumstances, the board of directors will determine, by a majority vote of the disinterested directors, whether the transaction or arrangement is in the organization's best interest and for its own benefit and whether the transaction is fair and reasonable to the organization. All of the actions stated above shall be reflected in the board/committee minutes in the event that a director, principal officer, key employee or member of a board committee fails to disclose a potential or actual conflict of interest, the board/committee, after affording the individual due process, shall determine whether the individual violated the conflict of interest policy by failing to disclose an actual or potential conflict of interest and, in the event of a determination that a violation occurred, take appropriate disciplinary and corrective action.”

“MJHS Institute for Innovation in Palliative Care DOES NOT COMPENSATE ITS CEO & PRESIDENT REPORTED ON PART VII OF THE FORM 990. THE CEO & PRESIDENT IS PAID BY A RELATED 501(C)(3) ORGANIZATION, METROPOLITAN JEWISH HEALTH SYSTEM ("MJHS"). THE PROCESSES USED TO DETERMINE THE CEO & PRESIDENT'S COMPENSATION IS DISCLOSED ON MJHS' ANNUAL FORM 990. MJHS RETAINS THE SERVICES OF A MAJOR EXECUTIVE COMPENSATION FIRM TO REVIEW MARKET PAY PRACTICES AND AVERAGE SALARY MOVEMENT AMONG SIMILARLY SITUATED EXECUTIVES. THE EXECUTIVE COMPENSATION FIRM IS ASKED TO DEVELOP A COMPARATIVE BASE THAT IS AS CLOSE AS POSSIBLE TO OUR ORGANIZATION. THIS MARKET ANALYSIS IS THEN REVIEWED BY THE COMPENSATION COMMITTEE IN DETERMINING SALARY ADJUSTMENTS FROM THE PERSPECTIVE OF MARKET COMPETITIVENESS AND PRIOR YEAR PERFORMANCE. PERFORMANCE IS BASED ON THE EXTENT THAT EACH EXECUTIVE HAS ACHIEVED HIS/HER GOALS. BONUS ELIGIBILITY IS DONE IN A SIMILAR MANNER. THE BASIS FOR ITS DETERMINATION AND ALL DECISIONS MADE ARE CONTEMPORANEOUSLY DOCUMENTED IN MEETING MINUTES.”

“MJHS Institute for Innovation in Palliative Care DOES NOT COMPENSATE ITS OTHER OFFICERS OR KEY EMPLOYEES WHO ARE PAID BY RELATED 501(C)(3) ORGANIZATIONS, METROPOLITAN JEWISH HEALTH SYSTEM ("MJHS") AND MJHS HOSPICE AND PALLATIVE CARE INC. THE PROCESSES USED TO DETERMINE THE OTHER OFFICERS AND KEY EMPLOYEES' COMPENSATION IS DISCLOSED ON MJHS' ANNUAL FORM 990. MJHS RETAINS THE SERVICES OF A MAJOR EXECUTIVE COMPENSATION FIRM TO REVIEW MARKET PAY PRACTICES AND AVERAGE SALARY MOVEMENT AMONG SIMILARLY SITUATED EXECUTIVES. THE EXECUTIVE COMPENSATION FIRM IS ASKED TO DEVELOP A COMPARATIVE BASE THAT IS AS CLOSE AS POSSIBLE TO OUR ORGANIZATION. THIS MARKET ANALYSIS IS THEN REVIEWED BY THE HUMAN RESOURCES DEPARTMENT UNDER THE DIRECTION OF THE CHIEF HUMAN RESOURCES OFFICER IN CONJUNCTION WITH THE CEO, USING LOCAL SURVEYS TO ENSURE MARKET COMPETITIVENESS.”

“Upon request, the organization will make available only those documents required to be disclosed under the public inspection laws.”

“MJHS Institute for Innovation in Palliative Care”

“This organization engaged an independent accounting firm to prepare and issue an audit as set fourth in the uniform guidance, 2 c.f.r., part 200, subpart f.”