Hudson Health Plan Inc

“The organization is a membership (not a stock) corporation under new york state law. The organization's sole corporate member is mvp health plan, inc., a related not for profit entity.”

“The organization's sole corporate member elects the members of the governing body annually.”

“The organization's bylaws reserve the following powers to the sole corporate member: (a) nominate and elect all members of, and shall fill all vacancies existing from time to time on, the board of directors of the corporation (the "board of directors or the "board"); (b) remove any director it had the power to appoint or elect; (c) appoint and remove the chairperson and vice-chairperson of the board of directors; (d) designate the committees of the member's board of directors for oversight of the operations of the corporation as well as the operations of the member, in accordance with the respective committee charters approved by the member's board of directors. (e) approve any amendment to, or modification, repeal or restatement of, the corporation's certificate of incorporation or these amended and restated by-laws of the corporation (the "by-laws"); and (f) designate or admit any additional members or class of members to the corporation.”

“The form 990 is reviewed by the organization's management (i.e. A team comprised of representatives of the finance, human resources, and legal affairs departments) in consultation with the organization's tax accountants at grant thornton llp. The financial review is based on the organization's audited financial statements for the relevant time period. Before the form 990 is filed with the irs, the audit committee of mvp health plan, inc.'s board of directors reviews the form 990 and provides a copy of the same to the organization's full board of directors.”

“As a term and condition of employment/appointment, upon employment/appointment and annually thereafter, each employee and officer of the organization is required to complete a conflict of interest disclosure form, providing management with sufficient information about their personal interests and relationships that management can: 1) make a determination as to whether an actual or perceived conflict of interest exists 2) monitor work assignments/responsibilities to avoid placing the individual in a position where there may be a question as to objectivity and to avoid any appearance of impropriety. Employees and officers are also obligated to promptly notify their managers of any changes to their disclosures throughout the year. Directors of the organization are also required to complete a conflict of interest disclosure form upon appointment/election and annually thereafter. Directors' conflict of interest disclosure forms are submitted to the legal affairs department. The legal affairs department tracks these forms to ensure that each and every director completes one. The legal affairs department then reviews the directors' disclosures, prepares a chart listing each one, and provides a copy of the chart to each director so that all directors are made aware of all directors' potential conflicts of interest. When an issue which presents a potential conflict of interest comes before the board of directors, the affected director must recuse himself/herself from all related votes or approvals.”

“An independent consultant was hired to evaluate the compensation arrangements for the ceo and the ceo's direct reports and compare them to industry standards to determine/confirm that the compensation structure is reasonable. Such compensation arrangements are subject to the final approval of the compensation committee. This process meets the requirements of the rebuttable presumption standard.”

“The organization makes its 990, governing documents, conflict of interest policy, and financial statements available to the public (upon request) in accordance with applicable laws and regulations.”