Northern Metropolitan Hospital Association

“Management services are contracted through healthcare association of new york state, inc. (hanys).”

“The organization has members which are nonprofit acute care and nonprofit specialty hospitals located in the new york state counties of dutchess, orange, putnam, rockland, sullivan, ulster and westchester.”

“The organization's board of directors is comprised of the ceos of member hospitals. Each director has one vote regarding any corporate action to be taken by the board. The board has delegated authority to the board officers to transact all regular business of the corporation between meetings of the full board. The board officers consist of the chair and vice chair of the board of directors, the officers of the corporation and two at-large members all elected on a biennial basis by the board of directors. All actions taken by board officers are reported to the full board at the first meeting thereafter.”

“The focus and priorities of the governing body are reviewed on a yearly basis with the board officers and then approved by the full board.”

“The organization's form 990 is prepared by an independent certified public accounting firm. The completed form 990 is reviewed in three stages prior to its filing. The first review is conducted by the chief financial officer of normet. The second review is performed by the president/ceo of normet who forwards it to the board of directors subcommittee for the third review and comment. A final review by a subcommittee with special knowledge of form 990 is performed. A receipt of filing is then sent to this board subcommittee.”

“The organization has a written conflict of interest policy covering all employees and members of the board of directors. The policies require employees and board members to disclose actual and potential conflicts and refrain from participating in matters related to the conflict. All employees and directors are required to complete a written conflict of interest disclosure statement on an annual basis. The disclosure statements are reviewed by executive management. The policies contain a description of the review process employed by the board in addressing potential conflicts.”

“A compensation committee made up of independent members of the board of trustees of hanys oversees and determines compensation for the president/ceo (officer) using the following process. The compensation committee uses an independent compensation consulting firm to assist it in developing and maintaining the compensation philosophy and to determine the appropriate benchmarks for total compensation. On an annual basis, the compensation consultant obtains comparative compensation data based on the compensation philosophy and established benchmarks. The president of hanys and the board chair of normet conduct an annual performance review for the president/ceo and provide a recommendation for compensation to the compensation committee. The compensation committee reviews the recommendation and utilizes the comparative compensation data provided by the compensation consultant to make a final determination on compensation. Decisions affecting compensation and the basis for those decisions are documented by the compensation committee at the conclusion of its meeting. Compensation for the chief financial officer (officer) and vice president/coo (officer) is set by the president/ceo in accordance with benchmarks established with assistance from an independent compensation consultant and using comparable compensation data obtained from the independent compensation consultant.”

“The organization's governing documents and annual financial statements are made available upon request.”

“Average hours per week devoted to related organizations: wendy darwell - .10 hour maria gallina - .10 hour stacy villagran - .10 hour average hours per week devoted to nonrelated organizations: wendy darwell - 18.75 hours maria gallina - 24.375 hours stacy villagran - 28.125 hours”

“The organization's staff, including its president/ceo, chief financial officer, and vice president/coo are employed by the healthcare association of new york state, inc. (hanys). Hanys provides employees and management staff to the organization pursuant to a management and staffing agreement between the organization and hanys. Hanys pays all compensation and fringe benefit costs for the employees and management staff provided to the organization. As compensation for the management and staffing services, the organization pays hanys for the cost of the salary and fringe benefits of the employees and management staff provided by hanys to the organization. The amounts paid by the organization to hanys for the cost of the compensation paid to all of the organization's officers for services rendered to the organization is provided in form 990, part vii, section a, line 1 and schedule j, part ii.”

“The process has not changed from the prior year.”