St James Mercy Hospital

“Given that many of our board members include professionals in industries such as banking, law, and financial advisement, it is our understanding that some board members engage with each other in professional business activities. Given the comprehensive conflict of interest forms the board members complete, we do not believe any such relationship impacts their decision making as to st. James activities and to the extent there is a potential conflict of interest is disclosed by a board member, the board member is instructed to follow our conflict of interest policy.”

“The sole member of st. James hospital is the university of rochester (ur). As such, ur has the authority to elect the governing body of st. James hospital and certain decisions of st. James hospital are subject to the approval of ur. Such decisions include amendment of the certificate of incorporation and bylaws and approval of extraordinary corporate actions such as merger or dissolution.”

“The sole member of st. James hospital is the university of rochester (ur). As such, ur has the authority to elect the governing body of st. James hospital and certain decisions of st. James hospital are subject to the approval of ur. Such decisions include amendment of the certificate of incorporation and bylaws and approval of extraordinary corporate actions such as merger or dissolution.”

“The sole member of st. James hospital is the university of rochester (ur). As such, ur has the authority to elect the governing body of st. James hospital and certain decisions of st. James hospital are subject to the approval of ur. Such decisions include amendment of the certificate of incorporation and bylaws and approval of extraordinary corporate actions such as merger or dissolution.”

“A copy of the form 990 was made available to each board member before it was filed. St. James hospital has designated the strategic planning & finance/audit committee as the group to be educated and to review the return.”

“Board members, officers and key employees (determined by the president & ceo) complete conflict of interest (coi) forms annually to identify actual and potential conflicts of interest that may exist relative to their duties with the organization and the organization's coi policy. The ceo shall disclose to the board or appropriate committee thereof any employee disclosure made relevant to the matter and the evaluation. Copies are provided to the corporate compliance officer and maintained by the executive assistant to the board of directors and ceo. If a conflict is disclosed, that person shall leave the board or committee meeting while the determination of a coi is discussed and voted upon. The chairperson of the board or committee will determine if a coi exists. To help ensure compliance with the coi policy, among the provisions the person with an actual or potential coi will not be allowed to participate in any discussion or decision on any area of the conflict identified and leave the room during discussion and vote. The corporate responsibility and compliance committee review these procedures every two years to assess their effectiveness and recommend (or make) appropriate changes as needed to ensure the coi policy is consistenly and effectively enforced.”

“The board has an independent committee review and approve all elements of remuneration for all officers, as well as other key management. The board/committee has an established compensation philosophy which details the objectives of market positioning and pay elements. The committee reviews market data, comparative market compensation data, approves any salary adjustments for the executive population, considers both reasonableness and effectiveness of all remunerative programs and establishes the detailed performance expectations. All of these discussions and decisions are documented through the provision of meeting minutes.”

“St. James hospital's form 1023 and form 990 are available upon request. St. James hospital's governing documents, conflict of interest policy and audited financial statements are not routinely made available to the public.”

“Change in beneficial interest in net assets of the sjh foundation -170,781.”

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