MMC Corporation

“Mmc corporation has a self-appointed governing body. The chairman of the board of montefiore medical center is automatically a director of mmc corporation. All other directors of mmc corporation must be either employees or directors of montefiore medical center who are nominated for election to the mmc corporation board by the chairman of montefiore medical center.”

“The form 990 was prepared by montefiore medical center's finance department. The form 990 was reviewed and approved by montefiore medical center's vice president - finance. In addition, an independent accounting firm was engaged to review the form 990. Upon completion of the various reviews, the final form 990 was presented to the board of trustees of mmc corporation for final review and approval prior to filing.”

“The organization regularly and consistently monitors and enforces compliance with the conflict of interest policy by means of a survey that was developed by montefiore's counsel. Mmc corporation's board of trustees adopted the policy of montefiore medical center. The policy stipulates that the general approach when a potential conflict of interest arises is to disclose the possible conflict to the compliance officer. The compliance officer will make every effort to provide guidance to permit resolution of any actual or potential conflicts of interest. The compliance officer will take appropriate actions, including advising mmc corporation's board of trustees regarding particular conflicts of interest.”

“The conflict of interest policy, governing documents, and montefiore medical center's audited consolidated financial statements, inclusive of mmc corporation, are available upon request.”

“All officers reported in part vii are employed and paid by montefiore medicine academic health system, the parent company of montefiore health system, inc. Montefiore is committed to ensuring that its executive compensation program adheres to the highest standards of regulatory compliance and best corporate governance. The board of trustees has charged the compensation committee of the board (which is comprised of independent board members with no conflicts of interest in regards to executive compensation) with making all decisions related to compensation for officers and key employees. All decisions made by the compensation committee are appropriately and timely documented in meeting minutes. The compensation committee's review process follows the intermediate sanctions guidelines for qualifying for the rebuttable presumption of reasonableness. The committee retains an independent compensation consultant to assist it with this process. Compensation levels are established considering data for comparable organizations, an assessment of management performance (including the services provided to the community), and other business judgment factors, consistent with montefiore's executive compensation philosophy. The committee's decisions are made in the best interest of montefiore, and are intended to ensure the recruitment and retention of key executive talent, consistent with the market practices of other not-for-profit healthcare organizations of comparable scope, mission and complexity. On an annual basis, the committee provides the full board of trustees with a description of the committee's review and approval process and its decisions.”