Nyu Langone Hospitals

“Description of relationships: lori fink, trustee, & laurence d. Fink, co-chair, 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. 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. Laurence d. Fink, co-chair & linda gosden robinson, trustee, have a business relationship.”

“Analysis of significant changes to the bylaws deleted former section 3.08 - board of overseers section 6.02 - current committees - removed the following former committees: audit & compliance, communications, and compensation and benefits. - added the following: the board has delegated to the system board's audit and compliance committee oversight of the hospital's accounting and financial reporting processes and audits, conflicts of interest and whistleblower protection policies and review and determination of trustee conflicts of interest and related party transactions (as defined in the ncpl). Section 7.05 - chief executive officer - changed the persons evaluating the ceo's performance from the university's executive vice president for health to the university's president.”

“Description of classes of members or stockholders: the sole member of nyu langone hospitals is nyu langone health system.”

“Description of classes of persons and the nature of their rights: with respect to the election of the board of trustees of nyu langone hospitals, nyu langone health system (the "member"), 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. Any action taken by the member must be approved by new york university, the sole voting member of the member, in order to be effective.”

“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 langone hospitals, nyu langone health system (the "member") as the sole member, has the power and authority over the following matters: 1. Electing the corporation's board of trustees; 2. Removing the corporation's board of trustees; 3. Filling any vacancies in the corporation's board of trustees; 4. Amending or repealing the by-laws or adopting new by-laws; 5. Approving the corporation's merger or consolidation with another entity; 6. Approving the sale, lease, exchange or other disposition of all, or substantially all, the assets of the corporation; 7. Reviewing the vision, mission and strategic and financial plans of the corporation; 8. Reviewing the corporation's annual operating and capital budgets, provided that final approval of the budgets shall remain with the corporation; 9. Approving any transaction having a value $25,000,000 or more, provided, that final approval of hospital debt necessary to finance the cost of compliance with operation or physical plant standards required by law, or to implement certificate of need applications, shall remain with the corporation; 10. Approving the creation and/or dissolution of an entity in which the corporation is proposed to be, or is, the controlling member; and 11. The exercise by the corporation acting in its capacity as direct or indirect member, shareholder or partner of any affiliate, subsidiary or joint venture. Any action taken by the member must be approved by new york university, the sole voting member of the member, in order to be effective.”

“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. 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 langone hospitals is part of an integrated medical center, nyu langone health (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 must dis”

“Lines 15a and 15b: offices and positions for which process was used and year process was begun: the executive compensation process at nyu langone hospitals ("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 forms 1023, 990, and 990-t to the general public: the organization's forms 1023, 990, and 990-t are made available upon request by e-mail at [email protected].”

“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://nyulangone.org/policies-disclaimers/conflicts-interest. 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.”

“Continued from above (2) approve the transaction by not less than a majority vote of the audit and compliance committee members present at the meeting; and (3) contemporaneously document in writing the basis for the audit and compliance committee's approval, including its consideration of alternative transactions. Iii. Recusal no member of the medical center community shall participate in the deliberation of any matter that gives rise to a potential conflict of interest. In such event, the member must completely recuse himself or herself, and must notify the cimu.”

“Changes in pension & postretirement obligations 40,408,631. Equity transfer to nyu school of medicine -134,267,896.”