Healthfirst Inc.

“The board of directors of healthfirst inc.(hfi) has appointed an executive committee and delegated to the committee the authority to act on its behalf, as reflected in the resolution of the board of directors dated july 8, 2008. The charter of the executive committee is attached to the resolution. The members of the executive committee are named in the resolution. All officers, key employees, and highest compensated employees were paid by, and worked for hf management services, llc (hfms), a management company which provides management services for multiple entities. None of the individuals listed earned any compensation from healthfirst inc. Hfms is related to hf because they have common officers.”

“Healthfirst, inc. Is a new york state not-for-profit corporation with members consisting of regional not-for-profit hospitals. Members are divided into class a and class b types. Class a members are entitled to vote on all matters of business. Class b members are only entitled to vote on matters affecting managed health, inc., a related organization.”

“7a: the members of healthfirst inc. Consist of 11 not-for-profit hospitals, each with a right to appoint one director to the board of directors. There are 9 directors with voting rights because some hospitals have appointed the same individual to the board. 7b: amendments to the governing documents of healthfirst, inc. Require approval by the members.”

“The 990 is prepared by the hf management services, llc (hfms) corporate finance department staff and then reviewed by the hfms vice president, controller and treasurer. Secondary reviews are also performed by the hfms chief legal officer and chief financial officer. The draft 990 is then reviewed by an independent accounting firm. The draft 990 is then presented to the board of directors for review. The final 990 is submitted after the board of directors review it.”

“A conflict of interest disclosure statement is completed annually by each board member, officer and key employee. Each board member, officer and key employee is given a copy of the disclosure statement to complete on an annual basis. A nominated board member who does not complete the statement is not allowed to assume the board seat, attend board meetings and may be removed from the board. An officer or key employee who does not complete the statement will be disciplined, up to termination from the position. Any disclosure of a conflict or potential conflict is reviewed by the chief compliance officer. Conflicts are addressed by examining the relationship of the individual to the organization and the nature of the disclosure. A report of any conflicts is prepared for discussion with audit and compliance committee of the board of directors as well as the executive committee of the board of directors. As appropriate, action is taken, including but not limited to disclosure and recusal from decision making, modifications to business agreements, changes in vendors or replacement of the director, officer or key employee with a non-conflicted individual.”

“Because the reporting organization did not compensate any officer or employee, the reporting organization has responded "no." however, the compensation of the ceo, other officers and key employees is determined by the compensation committee of hf management services, llc (a related organization). The committee consists only of independent directors. The process for determining compensation is described in the committees charter. The process includes engagement of an outside human resources consulting firm to conduct a comparability analysis. The analysis includes comparable ranges of executive compensation using the company's industry classification. The committee meets prior to implementation of any change in compensation. Contemporaneous minutes of each meeting are prepared.”

“The organization makes its governing documents, conflict of interest policy, and financial statements available to the general public by providing copies on request for inspection at its corporate offices.”

“Effective January 1, 2015, HFMS distributed its membership interest in SHP to HFMSs equity owners, based on a pro-rata share of their respective interests in HFMS, in connection with a spin-off of the MLTC plan from HFMS. Each of the equity owners then exchanged their respective membership interests in SHP with HFI in exchange for $78,000,000 million of subvention certificates. As a result, HFI became the sole corporate member of SHP effective January 1, 2015.”

“The selection of the independent auditor is administered by the audit and compliance committee of the board of directors.”