St Peter'S Foundation

“THE ORGANIZATION ISSUED AMENDED AND RESTATED BYLAWS ON JULY 30, 2013. AMENDMENTS INCLUDE THE FOLLOWING: The Corporate Member shall have the power to amend, change, or alter the Certificate of Incorporation and the Bylaws, subject to the approval of the Bishop. The Bishop may change or alter the Certificate of Incorporation and the Bylaws of the Corporation at his sole discretion with or without the approval of the Board or the Corporate Member.”

“Saint peter's healthcare system, inc. ("system"), a new jersey nonprofit corporation, is the sole member of this organization. The diocese of metuchen of the state of new jersey ("the diocese") is the sponsor of the system and, as provided in the system's bylaws, certain powers are reserved to the bishop of the diocese.”

“The organization is an affiliate within saint peter's healthcare system, inc. And affiliates; a tax-exempt integrated healthcare delivery system ("system"). Saint peter's healthcare system, inc. Is the tax-exempt parent of the system. This organization's federal form 990 was provided to each voting member of its governing body (its board of trustees) prior to filing with the internal revenue service ("irs"). In addition, the saint peter's healthcare system, inc. Audit committee has assumed the responsibility to oversee and coordinate the federal form 990 preparation, review and filing process. As part of the organization's federal form 990 tax return preparation process the organization hired a professional cpa firm with experience and expertise in both healthcare and not-for-profit tax return preparation to prepare the federal form 990. The cpa firm's tax professionals worked closely with the organization's finance personnel and system individuals including the chief financial officer, controller and various other individuals to obtain the information needed in order to prepare a complete and accurate tax return. The cpa firm prepared a draft federal form 990 and furnished it to the organization's internal working group, including those individuals outlined above, for their review. The organization's internal working group reviewed the draft federal form 990 and discussed questions and comments with the cpa firm. Revisions were made to the draft federal form 990 where necessary and a final draft was furnished by the cpa firm to the organization's internal working group for final review and approval. Following this review and approval, the final federal form 990 was provided to each voting member of the organization's governing body prior to filing with the irs.”

“The organization is an affiliate within saint peter's healthcare system, inc. And affiliates; a tax-exempt integrated healthcare delivery system ("system"). The organization and the system regularly monitor and enforce compliance with its conflict of interest policy. Annually all members of the board of trustees, officers and senior management personnel are required to review the existing conflict of interest policy and complete a questionnaire. The completed questionnaires are returned to the organization and the system's chief compliance officer for review. Thereafter, the chief compliance officer prepares a summary of the completed questionnaires which contains information disclosed by an individual on an individual basis and presents this sumamry to the system's corporate secretary for reference during board meetings.”

“THE ORGANIZATION IS AN AFFILIATE WITHIN SAINT PETER'S HEALTHCARE SYSTEM, INC. AND AFFILIATES; A TAX-EXEMPT INTEGRATED HEALTHCARE DELIVERY SYSTEM ("SYSTEM"), WHICH INCLUDES SAINT PETER'S UNIVERSITY HOSPITAL ("SPUH"). THIS FILING ORGANIZATION ITSELF HAS NO PAID SENIOR MANAGEMENT PERSONNEL RECEIVING COMPENSATION DIRECTLY FROM THIS ORGANIZATION. RATHER, KEY SENIOR MANAGEMENT PERSONNEL ARE EMPLOYED BY SPUH; THE TAX-EXEMPT HOSPITAL WITHIN THE HEALTHCARE SYSTEM. HOWEVER, THE COMPENSATION AND BENEFITS OF THESE INDIVIDUALS ARE SHOWN ON THIS TAX RETURN BECAUSE THEY ARE ALSO EITHER OFFICERS AND/OR BOARD MEMBERS OF THIS ORGANIZATION. SPUH HAS AN EXECUTIVE COMPENSATION COMMITTEE ("COMMITTEE") THAT REVIEWS THE TOTAL COMPENSATION OF SENIOR MANAGEMENT INCLUDING, BUT NOT LIMITED TO, THAT OF THE PRESIDENT/CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER. TOTAL COMPENSATION IS INTENDED TO INCLUDE BOTH CURRENT AND DEFERRED COMPENSATION AND ALL EMPLOYEE BENEFITS, BOTH QUALIFIED AND NON-QUALIFIED. THE COMMITTEE'S REVIEW IS DONE ON AT LEAST AN ANNUAL BASIS AND ENSURES THAT THE "TOTAL COMPENSATION" OF SENIOR MANAGEMENT OF THE ORGANIZATION IS REASONABLE. THE ACTIONS TAKEN BY THE COMMITTEE ENABLE SPUH and system TO RECEIVE THE REBUTTABLE PRESUMPTION OF REASONABLENESS FOR PURPOSES OF INTERNAL REVENUE CODE SECTION 4958 WITH RESPECT TO THE TOTAL COMPENSATION OF CERTAIN MEMBERS OF THE SENIOR MANAGEMENT TEAM. THE THREE FACTORS WHICH MUST BE SATISFIED IN ORDER TO RECEIVE THE REBUTTABLE PRESUMPTION OF REASONABLENESS ARE THE FOLLOWING: 1. THE COMPENSATION ARRANGEMENT IS APPROVED IN ADVANCE BY AN "AUTHORIZED BODY" OF THE APPLICABLE TAX-EXEMPT ORGANIZATION WHICH IS COMPOSED ENTIRELY OF INDIVIDUALS WHO DO NOT HAVE A "CONFLICT OF INTEREST" WITH RESPECT TO THE COMPENSATION ARRANGEMENT; 2. THE AUTHORIZED BODY OBTAINED AND RELIED UPON "APPROPRIATE DATA AS TO COMPARABILITY" PRIOR TO MAKING ITS DETERMINATION; AND 3. THE AUTHORIZED BODY "ADEQUATELY DOCUMENTED THE BASIS FOR ITS DETERMINATION" CONCURRENTLY WITH MAKING THAT DETERMINATION. THE COMMITTEE IS COMPRISED OF MEMBERS OF THE BOARD OF TRUSTEES EACH OF WHO ARE INDEPENDENT AND ARE FREE FROM ANY CONFLICTS OF INTEREST. THE COMMITTEE RELIED UPON APPROPRIATE COMPARABLE DATA; SPECIFICALLY THE COMMITTEE OBTAINED A WRITTEN COMPENSATION STUDY FROM AN INDEPENDENT FIRM WHICH SPECIALIZES IN THE REVIEW OF HOSPITAL AND HEALTHCARE SYSTEM EXECUTIVE COMPENSATION AND BENEFITS THROUGHOUT THE UNITED STATES. THIS STUDY USED COMPARABLE GEOGRAPHIC AND DEMOGRAPHIC MARKET DATA INCLUDING, BUT NOT LIMITED TO, SIMILAR SIZED HOSPITALS, # OF LICENSED BEDS AND NET PATIENT SERVICE REVENUE. THE COMMITTEE ADEQUATELY DOCUMENTED ITS BASIS FOR ITS DETERMINATION. THE ACTIONS OUTLINED ABOVE, WITH RESPECT TO THE COMMITTEE AND THE ESTABLISHMENT OF THE REBUTTABLE PRESUMPTION OF REASONABLENESS, ONLY APPLIES TO CERTAIN SENIOR MANAGEMENT PERSONNEL. THE COMPENSATION AND BENEFITS OF CERTAIN OTHER INDIVIDUALS CONTAINED IN THIS FORM 990 ARE REVIEWED ANNUALLY BY THE PRESIDENT/CHIEF EXECUTIVE OFFICER WITH ASSISTANCE FROM SPUH'S HUMAN RESOURCES DEPARTMENT IN CONJUNCTION WITH THE INDIVIDUAL'S JOB PERFORMANCE DURING THE YEAR AND IS BASED UPON OTHER OBJECTIVE FACTORS DESIGNED TO ENSURE THAT REASONABLE AND FAIR MARKET VALUE COMPENSATION IS PAID BY SPUH AND SYSTEM. OTHER OBJECTIVE FACTORS INCLUDE MARKET SURVEY DATA FOR COMPARABLE POSITIONS, INDIVIDUAL GOALS AND OBJECTIVES, PERSONNEL REVIEWS, EVALUATIONS, SELF-EVALUATIONS AND PERFORMANCE FEEDBACK MEETINGS.”

“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.”

“Part vii and schedule j reflect certain board members and officers receiving compensation and benefits from a related organization. Please note this remuneration is 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 trustees.”

“The organization is an affiliate within saint peter's healthcare system, inc. And affiliates; a tax-exempt integrated healthcare delivery system ("system"). The system includes both for-profit and not for-profit organizations. Certain board of trustee members, officers and/or directors listed on core form, part vii and schedule j of this form 990 may hold similar positions with both this organization and other affiliates within the system. The hours shown on this form 990, for board members who receive no compensation for services rendered in a non-board capacity, represent the estimated hours devoted per week for this organization. To the extent these individuals serve as a member of the board of trustees of other related organizations in the system, their respective hours per week per organization are approximately one hour. The hours reflected on part vii of this form 990, for board members who receive compensation for services rendered in a non-board capacity, paid officers and key employees, reflect total hours worked per week on behalf of the system; not solely this organization.”

“An independent cpa firm audited the financial statements of the taxpayer for the years ended december 31, 2013 and december 31, 2012; respectively, and issued a certified audited financial statement. An unqualified opinion was issued by the independent cpa firm each year. The organization's board of trustees assumes responsibility for oversight of the audit of the taxpayer's financial statements and the selection of its independent auditor. In addition, the organization is an affiliate within the saint peter's healthcare system, inc. ("system"); a tax-exempt integrated healthcare delivery system. The system's tax-exempt parent entity is saint peter's healthcare system, inc. An independent cpa firm audited the consolidated financial statements of saint peter's healthcare system, inc. And all entities within the system for the years ended december 31, 2013 and december 31, 2012; respectively. The audited consolidated financial statements contain consolidating schedules on an entity by entity basis. The independent cpa firm issued an unqualified opinion with respect to the consolidated audited financial statements each year.”