Nyu Langone Hospitals

“Description of relationships: lori fink, trustee, & laurence d. Fink, co-chair, have a family relationship. Edward h. Meyer and sandra meyer, trustees, have a family relationship. Thomas s. Murphy & thomas s. Murphy jr., trustees, have a family relationship. Ronald o. Perelman and debra perelman, trustees, have a family relationship. Isaac perlmutter and laura perlmutter, trustees, have a family relationship. Norma smith and robin l. Smith, trustees, have a family relationship. Alice m. Tisch and thomas j. Tisch, trustees, have a family relationship. Barry schwartz, ronald o. Perelman, and debra perelman, trustees, have a business relationship.”

“Analysis of changes to nyu hospitals bylaws as of june 2014 article i section 1.02 the mission statement has been amended to more accurately reflect the organization's mission. Article ii section 2.03 replaces former section 2.04 and has made the following changes: - the removal of former subsection (h): which allowed for the member's approval of the board's appointment of trustees to serve as members of the operating committee. - former subsection (j), current subsection (i) only require approval of transactions having a value of $25,000,000 or more. Article iii section 3.01 has been amended to remove the specific enumerated powers previously listed and now allows the board to exercise all powers not prohibited by law, the hospital's certificate of incorporation, or the by-laws. Section 3.02 has been amended as follows: - references to life trustees and trustee associates have been removed. - the number of trustees shall not exceed the 65 as of january 1, 2014, 60 as of january 1, 2015, and 55 as of january 1, 2016. Section 3.03 has removed the following from the definition of ex-officio trustees: - the member's general counsel - the member's executive vice president. Section 3.04 has been amended to remove the references to the specific classes of trustees and the expiration of their respective terms. Section 3.07 has been amended to reflect that a trustee elected to fill a vacancy shall hold office until their successor is elected and qualified, rather than the next annual meeting of the member. Section 3.08 the former section on life trustees and trustee associates has been removed. A new section on board of overseers has been created. Members of the board of overseers are appointed by the board and have the right to attend the board's annual meetings but are non-voting and are not counted for purposes of determining whether a quorum is present. Article iv section 4.04 the title has changed from "notice of meetings" to "waiver of notice" and provides that notice of meetings may be waived electronically. Additionally, the revised section specifies how the waiver of notice is to be executed. Section 4.07 has been amended to allow for electronic consent to action by the board without a meeting. The section also specifies how consent is to be executed. Section 4.08 has been amended to allow for attendance at a meeting by videoconference. Article v section 5.07 has been amended to specify that no employee of the corporation shall serve as chair of the board or hold any other title with similar responsibilities. Article vi section 6.01 adds "committees and subcommittees of the board" which removes the specific listing of committees formerly listed. Section 6.02 adds "current committees" which lists 9 current committees of the board. Section 6.03 adds "election and removal of committee members, chairs and vice chairs" which specifies committee membership matters. Section 6.04 adds "operating committee" which is now limited to 30 trustees including various enumerated trustees. The minimum number of meetings for the operating committee has been reduced from 5 times to 2 times per year. Section 6.05 adds "audit and compliance committee" which must include independent trustees as defined in the new york not-for-profit corporation law. Section 6.06 adds "communications committee" which advises on strategic communications and marketing initiatives. Section 6.07 adds "compensation and benefits committee" which determines the compensation and benefits of the ceo and approves the compensation and benefits of the officers and employees of the corporation as recommended by the ceo. Section 6.09 adds "finance committee" which is now required to meet a minimum of two times a year. Section 6.11 adds that the committee's power and authority is as prescribed in 10 nycrr section 405.2 section 6.16 specifies how consent is to be executed. Section 6.17 "telephone participation in meeting" allows for participation via videoconference. Article vii se”

“Description of classes of members or stockholders: the sole member of the nyu hospitals center is new york university.”

“Description of classes of persons and the nature of their rights: with respect to the election of the board of trustees of nyu hospitals center, new york university, as the sole member has the power and authority: 1. To elect the trustees; 2. Remove a trustee; and 3. Fill any vacancies in the board.”

“Description of classes of persons, decisions requiring approval and the type of voting rights: with respect to the decisions of the board of trustees of nyu hospitals center, new york university as the sole member, has the power and authority to: 1. Amend or repeal the by-laws or adopting new by-laws; 2. Approve the corporation's merger or consolidation with another entity; 3. Approve the sale, lease, exchange or other disposition of all, or substantially all, the assets of the corporation; 4. Review the vision, mission and strategic and financial plans of the corporation; 5. Approve the board's appointment of trustees to serve as members of the operating committee; 6. Review the corporation's annual operating and capital budgets, provided that final approval of the budgets shall remain with the corporation; 7. Approve: (a) any transaction having a value in excess of $25,000,000; (b) any transaction which requires the member's grant or pledge of security interest in any realty or personalty constituting a part of or affixed to the nyu medical center campus which the member owns; or (c) any borrowing by the corporation for which the member is proposed to be guarantor, provided that with respect to any transaction or borrowing described in this paragraph; 8. Final approval of hospital debt necessary to finance the cost of compliance with operational or physical plant standards required by law, or to implement certificate of needs applications, shall remain with the corporation; and 9. Approving the creation and/or dissolution of an entity in which the corporation is proposed to be, or is, the controlling member.”

“Description of the process used by management and/or governing body to review the form 990: 1. The finance department drafts the form 990 and the accompanying schedules based on the fiscal year's financial activity and prior year reporting. 2. The draft is provided to the organization's external tax advisor for review. 3. The draft is then reviewed by the vice president of finance and chief financial officer for completeness and accuracy. This is an iterative process which may involve more than one review by the organization's external tax advisor. 4. The reviewed draft is presented to the board of trustees' audit committee, as well as certain other officers for review. 5. Once approved by the audit committee, the form 990 is made available to the full board and then it is forwarded to the irs.”

“Description of the process to monitor transactions for conflicts of interest: nyu hospitals center is part of an integrated medical center, nyu langone medical center (the "medical center"). All members of the medical center community, including trustees, employees, faculty, staff, residents, trainees, students, and key employees, have a primary obligation to conduct his or her medical center duties and the affairs of the medical center in a manner that promotes the best interests of the organization and in compliance with legal and regulatory requirements. All members of the medical center community have a duty to disclose on an ongoing basis any current, proposed or pending situations that may give rise to a conflict of interest, a circumstance in which the personal, professional, financial or other interests of the member (including his or her immediate family) may potentially or actually diverge from, or may be reasonably perceived as potentially or actually diverging from, his or her obligations to the medical center and the interests of the medical center. I. Disclosures: officers and employees, etc. (not trustees) in accordance with the medical center's conflict of interest policies periodically reviewed by the audit & compliance committee of the board of trustees, the following members of the medical center must submit to the office of internal audit, compliance and enterprise risk management's conflicts of interest management unit ("cimu") disclosures upon appointment, hiring and annually thereafter. Annual disclosures should also be submitted whenever there is an update to a prior disclosure and at any time during the year, at the discretion of the cimu. I. Chairs, vice-chairs, department administrators, and all employees and officers at the level of vice president, assistant dean, or, director or above; ii. Full-time faculty members and part-time employed faculty members; iii. Investigators participating in the medical center's research and sponsored programs; iv. Persons engaged in purchasing decisions on behalf of the medical center; and v. Medical center members of committees with supervision or oversight responsibilities over patient care, purchasing, research or education at the medical center (e.g., the pharmacy and therapeutic committee (p&t) and the institutional review board (irb)). The annual disclosures will be provided to the above listed individuals by the cimu via an online reporting system and must be completed and electronically submitted within thirty (30) days of receipt. In the annual disclosure, members of the medical center community, must certify compliance with the applicable policy and disclose all interests held in entities that he or she reasonably believes provides or seeks to develop goods and/or services to healthcare providers, does business with or seeks to do business with the medical center, donates or may donate funds to the medical center, or competes with or could potentially compete with the medical center in the areas of clinical care, research and development, or faculty, student, trainee or employee recruitment, or could reasonably appear to be related to the member's responsibilities (teaching, clinical, research, administrative or otherwise) with the medical center. Financial interests may include management, board or employment positions, ownership interests, consulting compensation or royalty income, or intellectual property rights. Trustees a separate annual disclosure questionnaire is distributed to trustees of the medical center. Trustees must submit a general disclosure statement upon appointment, annually thereafter, and upon request of the cimu. In the general disclosure statement, a trustee must certify compliance with the applicable policy and disclose all entities in which he or she holds a material interest and which he or she reasonably believes does or may have a direct business relationship with or competes or may compete with the medical center. The trustee m”

“Lines 15a and 15b: offices and positions for which process was used and year process was begun: the executive compensation process at nyu hospitals center ("nyuhc") is administered by a committee of trustees that did not have a conflict of interest with respect to the compensation arrangements at issue. The committee follows a board approved charter which empowers them to administer the executive compensation program and process on behalf of the full board of trustees of nyuhc. In carrying out its responsibilities, the committee will: (1) ensure the adoption of and monitor the adherence to policies and procedures for determining and documenting reasonable employee compensation; (2) ensure the maintenance of documentation confirming that all employee compensation is reasonable in nature, approved in accordance with approved policy, is the value that would ordinarily be paid for like services by a like enterprise under like circumstances and given the required tax treatment; and (3) monitor employee benefit retirement plans that involve the establishment and management of designated funds (except investment management) for the benefit of employees generally or specified groups of employees. In reviewing and approving the compensation of highly compensated individuals and of individuals who are in a position to influence the affairs of nyuhc, the committee may rely upon appropriate data as to comparability and shall adequately and timely document the basis for its determination concurrently with making that determination. The documentation shall include the terms of the transactions and the date of its approval, the members of the compensation and benefits committee present during the debate and vote on the transaction, the comparability data obtained and relied upon, the acts of any members of the committee having a conflict of interest and documentation of the basis for the determination. The committee review takes place on the following schedule: (1) annually for all vice president, vice deans, chairs and above, i.e., key executives; (2) at hire and for adjustment of compensation for key executives and covered individuals; (3) every 3 years a global review all faculty salaries will be performed and salaries related to changes in responsibilities or new hires will be done on a retroactive review basis.”

“Availability of governing documents, conflict of interest policy and financial statements to the general public: the organization's conflict of interest policy is available on its website at: http://compliance.med.nyu.edu/compliance-policies. The organization's governing documents are not made publicly available. The organization's financial statement is made available to the public as part of its annual filing with the nys attorney general's office and is available through their website.”

“Changes in pension & postretirement obligations -22,853,811.”