Hackensack Specialty Care Associates PC

“Hmh hospitals corporation is the sole member of this organization which exists through a physician nominee agreement due to state of new jersey corporate practice of medicine prohibitions. Hmh hospitals corporation has the ultimate authority and right to elect the members of this organization's board of trustees and has certain reserved powers as defined in this organization's bylaws.”

“See response to part vi, question 6 above.”

“See response to part vi, question 6 above.”

“This organization is a subsidiary of hackensack meridian health, inc. ("hmh"); a tax-exempt integrated healthcare delivery network. Hmh's finance personnel prepared and reviewed the federal form 990, which was then reviewed by other appropriate internal staff for accuracy. Hmh's board of trustees designated the audit and compliance committee ("acc") to review the form 990 of hmh's subsidiaries. The form 990 was provided to the members of the acc for review. The form 990 was then provided to each voting member of hmh's governing body, its board of trustees, prior to filing with the internal revenue service. The hmh board of trustees has the final governing authority over the subsidiaries of hmh.”

“Hackensack meridian health, inc., the tax-exempt parent organization of hackensack meridian health, a tax-exempt integrated health care delivery network, has adopted a network-wide conflict of interest policy which is applicable to all of its subsidiary organizations. The organizations regularly monitor and enforce compliance with the network's conflict of interest policy. Annually, all members of the board of trustees, officers and key employees of each organization are required to review the existing conflict of interest policy and complete a questionnaire with respect to any applicable transactions and relationships. The completed questionnaires are returned to the network's chief compliance officer for review. The chief compliance then prepares a summary of the completed questionnaires, and presents the summary to the network's governance and board development committee for its review, discussion and action (if needed). During the year, the chief compliance officer in conjunction with the general counsel also monitors on-going transactions in light of the summary to ensure that any potential conflicts of interest are appropriately handled in compliance with the policy.”

“The organization is an affiliate within a tax-exempt integrated health care delivery network in which hackensack meridian health, inc. Is the tax-exempt parent organization. The executive and physician compensation committee ("committee") of hackensack meridian health, inc. Is responsible for reviewing the executive compensation of the president and key employees (senior management) of the parent and all of the subsidiary organizations. The committee has adopted a written executive compensation philosophy, approved by the governing body, which it follows when it reviews and approves compensation and benefits. The executive compensation philosophy recognizes the size and complexity of the health care network and the critical need to have and retain executives that consistently demonstrate superior levels of performance so that the health network can fulfill its charitable mission and strategic objectives. The committee reviews the "total compensation", including both current and deferred compensation and all employee benefits, both qualified and non-qualified, on at least an annual basis to ensure that the "total compensation" of the chief executive officer(s), other officers and each senior management key employee is reasonable. To assist with the review, the committee engages the services of a nationally recognized independent consulting firm specializing in executive compensation for not-for-profit health care organizations, and receives national and regional market data for comparable organizations, a report summarizing such data, and an opinion letter relating to the reasonableness of each executive's total compensation and benefits. Additionally, a senior member of the consulting firm attends the committee's meetings to provide information and to respond to questions by the members of the committee. The independent committee utilizes the outside market data comparability and, based upon the executive compensation philosophy, the organization's performance, business judgment considerations, and the individual's performance, reviews and approves compensation for each individual. Guided at each meeting by outside counsel to the committee, the comprehensive review process utilized by the committee is intentionally structured to qualify for the rebuttable presumption under section 4958 of the internal revenue code of 1986: 1. The compensation arrangement is approved in advance by the committee, which is an "authorized body" of the organization composed entirely of individuals who do not have a conflict of interest within the meaning of the irs regulations under section 4958; 2. The committee obtains and relies upon "appropriate data as to comparability" (for comparable positions at similar healthcare organizations) prior to making its determination, which comparability data is provided and analyzed by the committee's independent consulting firm with expertise in the area of not-for-profit health care executive compensation; and 3. The committee thoroughly documents its review and approval process, as well as the basis for its approvals, concurrently with making that determination, again as described in the regulations. As appropriate, the committee supplements the comparability data with other objective factors designed to ensure the reasonableness of the compensation paid, including an analysis of individual goals and objectives, organizational performance, personnel reviews, evaluations, self-evaluations, and written offers from competing organizations. The compensation arrangements approved by the committee are reported in executive session to the full board by the co-chairs of the committee.”

“See response to part vi, question 15a above.”

“The organization's filed certificate of incorporation and any amendments can be obtained and reviewed through the state of new jersey department of the treasury.”

“Core form, part vii and schedule j part vii and schedule j reflect certain board members and officers receiving compensation and benefits from a related organization. Please note this remuneration was for services rendered as full-time employees of the related organization and not for services rendered as a voting member or officer of this organization's board of directors.”

“Pricewaterhouse coopers, l.l.p. Audited the consolidated financial statements of hackensack meridian health, inc. For the years ended december 31, 2018 and 2017, including this organization. Pricewaterhouse coopers, l.l.p. Issued an unqualified opinion with respect to the audited consolidated financial statements. The hackensack meridian health, inc. Audit and compliance committee has assumed responsibility for the oversight of the audit of the consolidated financial statements, which includes this organization, and the selection of an independent auditor.”