Saratoga Care Inc

“A draft of the Form 990 and any required supplemental schedules (collectively the "Form 990") is completed by Saratoga Hospital's Fiscal Services Department (Saratoga Hospital operates as an affiliate of Saratoga Care, Inc.), with input from program personnel obtained as needed. The completed Form 990 is then reviewed by the Director, Financial Accounting and Vice President/Chief Financial Officer in order to ensure compliance with applicable instructions. The initial phase of review by the Saratoga Care, Inc. (SCI) Board of Trustees occurs through a submission of the draft Form 990 to the Board Audit and Corporate Compliance Committee (AC). Members of the AC are provided with drafts of the Form 990 prior to a quarterly meeting. At the quarterly meeting, an agenda item is devoted to providing the AC members with time to ask management questions regarding any disclosures in the form 990 and to provide and comments or suggestions. Management evaluates the AC suggestions and comments and amends the Form 990. Subsequently, copies of the revised draft Form 990 are provided to all members of the SCI Board of Trustees. Board members are asked to provide any comments on the form 990 at the monthly Board meeting occurring after the draft Form 990 has been distributed. Any applicable comments or suggestions are incorporated into the Form 990, and a final version is filed with the IRS.”

“SCI maintains two conflict of interest policies. One applies to members of the Board of Trustees, officers, members of the medical staff and all employees whose compensation exceeds $100,000. A second conflict of interest policy applies to all members of management, employees and volunteers associated with SCI and its affiliated corporations who are not covered by the first policy. The policies provide clear explanations as to who is covered by each policy, what family members and/or ownership interests (including non-financial interests) must be considered in assessing compliance with the policy, definitions of compensation (including non-monetary compensation) and examples of conflicts including activities that must always be avoided. On an annual basis a conflict of interest disclosure questionnaire process is undertaken. All members of the Board of Trustees and management, all non-management employees whose compensation exceeds $100,000, and all members of the medical staff of SCI's affiliated entities are required to complete and file the questionnaire with Saratoga Hospital's Chief Compliance Officer. Additionally, members of management of SCI and its affiliated entities are required to identify any additional employees under their supervision who have the ability to influence purchasing decisions aggregating to $100,000 or more annually. These employees are also required to complete and file the questionnaire. Inquiries included on the questionnaire are designed to allow respondents to provide yes/no answers that will allow a determination to be made as to whether any non-compliance with the applicable conflict of interest policy has occurred, or whether there are any situations that may require further investigation. Responses to the questionnaires are tracked by Saratoga Hospital's Chief Compliance Officer and are reported to the Audit and Corporate Compliance Committee of the Board of Trustees at its quarterly meetings. On an annual basis the Fiscal Services department reviews all responses submitted by members of the Board of Trustees as well as officers of SCI and its affiliated entities. The questionnaire includes a section where respondents are asked, for any person or entity that has or may do business with SCI or one of its affiliates, to provide names of any external entities they have interests in or are employed by, as well as names of relatives and entities those relatives have interest or are employed by. Additionally, if a potential conflict is known of, but not disclosed on the questionnaire, these persons/entities are also identified by management of SCI or any of its affiliated entities. Any persons or entities disclosed in this area or otherwise deemed to be potential conflicts are referenced against the accounts payable systems for SCI and its related entities in order to determine whether business was transacted with any of the disclosed entities during the past year. Materiality of any transactions identified is assessed and a determination is made as to whether the transaction of business with any of these entities was made in accordance with SCI purchasing and conflict of interest policies (ex. competitively bid, removal of the conflicted person from the decision-making process).”

“SCI maintains a written statement of executive compensation philosophy and practice that is used as a framework for establishing compensation for senior leaders as well as most of the department directors within its affiliated organizations. The SCI Board of Trustees has formally delegated implementation of the executive compensation philosophy to its Executive Committee. During 2015, the Executive committee consisted of seven members of the Board of Trustees, six of whom were determined to be independent with respect to the guidelines set forth for completing Part VI, Line 1b of the Core Form 990. On an annual basis, the Executive Committee reviews the performance of the President/Chief Executive Officer (CEO) and makes a base salary recommendation to the full Board. The Executive Committee performs this task using a target percentile rank on a scale of amounts paid to similarly situated executives in the marketplace. However, the Executive Committee is provided leeway to deviate from this target somewhat where considerations relating to special skills, experience, competence and performance are relevant. Additionally, the Executive Committee sets annual performance criteria the CEO must meet in order to qualify for incentive compensation. At the end of each evaluation period, the Executive Committee determines whether the CEO has met the previously established performance criteria and makes a recommendation regarding payment of incentive compensation to the full Board accordingly. The CEO is responsible, with the oversight of the Executive Committee, for determining the base compensation for all other executives in the organization. These base salaries are also determined using a target percentile rank on a scale executives situated similarly by position within the marketplace, with acceptable deviations for the same considerations as described for determining CEO compensation. Incentive compensation for all other executives is also earned based upon a determination by the CEO as to whether the performance of the entire organization as well as the individual executive has met criteria previously established by the Executive Committee. The comparability data used by the Executive Committee and CEO as guidelines for setting executive compensation are derived from two sources use. First, on a least a bi-annual basis an independent valuation expert is retained by Saratoga Hospital's Human Resources department to assess the reasonableness of total, as well as other data purchased from vendors or obtained from industry publications by the Human Resources department relevant to the compensation package for each executive. Also used as a guideline are the requirements for invoking a rebuttable presumption of reasonableness in accordance with IRS intermediate sanction regulations, to the extent practicable.”

“Currently SCI's governing documents, conflict of interest policy and financial statements are available to the public upon request.”