Robert Wood Johnson University Hospital

“Effective with the close of business on may 22, 2018, for tax purposes, this organization was statutorily merged into robert wood johnson university hospital rahway; a related internal revenue code section 501(c)(3) tax-exempt hospital.”

“Prior to its statutory merger on may 22, 2018, robert wood johnson university hospital rahway ("rwjuhr") was the sole member of this organization. Rwj health care corporation ("rwjhcc") is the sole member of rwjuhr. Rwj barnabas health, inc. ("rwj bh") is the sole member of rwjhcc. Rwj bh had the ultimate authority and right to elect the members of this organization's board of trustees and had certain reserved powers as defined in this organization's bylaws.”

“Prior to its statutory merger on may 22, 2018, the organization was an affiliate within rwjbarnabas health; a tax-exempt integrated healthcare delivery system ("system"). Rwj barnabas health, inc. Is the tax-exempt parent entity 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"). The rwj barnabas health, inc. Audit committee assumed the responsibility to oversee and coordinate the federal form 990 preparation, review and filing process for all tax-exempt affiliates within the system. As part of the organization's federal form 990 tax return preparation process, the system hired a professional certified public accounting ("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 senior vice president/general counsel, chief financial officer, senior vice president of system internal audit and various other individuals ("internal working group") 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 for 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. This form 990 was also reviewed at a special meeting which included the organization's chief financial officer, a board member of the organization and the outside professional cpa firm which was retained to prepare the federal form 990. Following this review, the final federal form 990 was provided to each voting member of the organization's governing body prior to filing with the irs.”

“Prior to its statutory merger on may 22, 2018, the organization had a written conflict of interest policy with which it regularly monitors and enforces compliance. This conflict of interest policy requires that a conflict of interest form consistent with best governance practices and internal revenue service guidelines be circulated to officers, trustees and key employees annually. In a situation in which a trustee discloses an interest that could give rise to a conflict, the trustee's potential conflict is referred to the system's corporate nominating and governance committee which evaluates the conflict and its potential impact on the trustee's participation on the board or on certain issues which may come before the board. As appropriate the committee will take action to address the conflict.”

“PRIOR TO ITS STATUTORY MERGER ON MAY 22, 2018, THE ORGANIZATION WAS AN AFFILIATE WITHIN RWJBARNABAS HEALTH; A TAX-EXEMPT INTEGRATED HEALTHCARE DELIVERY SYSTEM WHICH INCLUDES RWJ BARNABAS HEALTH, INC. ("RWJ BH"); A RELATED INTERNAL REVENUE CODE SECTION 501(C)(3) TAX-EXEMPT ORGANIZATION. RWJ BH'S BOARD OF TRUSTEES MAINTAINS AN EXECUTIVE COMPENSATION COMMITTEE ("COMMITTEE"). THE COMMITTEE HAS ADOPTED A WRITTEN EXECUTIVE COMPENSATION PHILOSOPHY WHICH IT FOLLOWS WHEN IT REVIEWS AND APPROVES OF THE COMPENSATION AND BENEFITS OF RWJ BH'S SENIOR MANAGEMENT. THE COMMITTEE ALSO REVIEWS THE COMPENSATION AND BENEFITS OF OTHER OFFICERS AND KEY EMPLOYEES OF RWJBARNABAS HEALTH; INCLUDING, WITHOUT LIMITATION, THE CHIEF EXECUTIVE OFFICERS OF the RWJBARNABAS HEALTH HOSPITALS AND MEDICAL CENTERS. THE COMMITTEE, WHICH IS REQUIRED BY THE CORPORATION'S BYLAWS TO BE COMPRISED SOLELY OF INDEPENDENT TRUSTEES, SEEKS GUIDANCE AND SUBSTANTIATION FROM A NATIONALLY RECOGNIZED COMPENSATION CONSULTANT. THE COMMITTEE REVIEWS THE "TOTAL COMPENSATION" OF THE INDIVIDUALS WHICH 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 THE ORGANIZATION 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, SIMILARLY SIZED HEALTHCARE SYSTEMS AND HOSPITALS, # OF LICENSED BEDS AND NET PATIENT SERVICE REVENUE. THE COMMITTEE ADEQUATELY DOCUMENTED THE BASIS FOR ITS DETERMINATION THROUGH THE TIMELY PREPARATION OF WRITTEN MINUTES OF THE COMPENSATION COMMITTEE MEETINGS DURING WHICH THE EXECUTIVE COMPENSATION AND BENEFITS WAS REVIEWED AND SUBSEQUENTLY APPROVED. THE ACTIONS OUTLINED ABOVE WITH RESPECT TO THE COMMITTEE AND THE ESTABLISHMENT OF THE REBUTTABLE PRESUMPTION OF REASONABLENESS APPLIES TO CERTAIN RWJ BH SENIOR MANAGEMENT PERSONNEL. THE COMPENSATION AND BENEFITS OF CERTAIN OTHER INDIVIDUALS CONTAINED IN THIS FORM 990, WHERE APPLICABLE, ARE REVIEWED ANNUALLY BY THE RWJBARNABAS HEALTH PRESIDENT/CHIEF EXECUTIVE OFFICER WITH ASSISTANCE FROM THE ORGANIZATION'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 THE ORGANIZATION. 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 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 trustees.”

“Prior to its statutory merger on may 22, 2018, this organization was an affiliate within rwjbarnabas health; 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, directors and key employees 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 the same as reflected in core form, part vii of this form 990. 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 rwjbarnabas health; not solely this organization.”

“Please refer to the organization's response to schedule n; part i.”

“In August 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2016-14, Not-for-Profit Entities (Topic 958): Presentation of Financial Statements of Not-for-Profit Entities (ASU 2016-14),which requires not-for-profit entities to revise their financial presentation to include two net asset classifications: net assets without donor restrictions previously reported as unrestricted net assets and net assets with donor restrictions, previously reported as temporarily restricted net assets of $69,000,000 and permanently restricted net assets of $16,681,000 as of December 31, 2017.”

“Other changes in net assets or fund balance include: - statutory merger and transfer of net assets of entity into robert wood johnson university hospital rahway; a related internal revenue code section 501(c)(3) tax-exempt hospital - ($2,384,675).”

“Prior to its statutory merger on may 22, 2018, the organization was an affiliate within rwjbarnabas health, a tax-exempt integrated healthcare delivery system ("system"). The system's tax-exempt parent entity is rwj barnabas health, inc. An independent cpa firm audited the consolidated financial statements of rwj barnabas health,inc. And all affiliates within the system for the years ended december 31, 2018 and december 31, 2017; respectively. The audited consolidated financial statements contain consolidating schedules on an entity by entity basis for the rwjbarnabas health hospitals and certain other rwjbarnabas health affiliates. The independent cpa firm issued an unmodified opinion with respect to the audited consolidated financial statements. The rwj barnabas health, inc. Audit committee has assumed responsibility for the oversight of the audit of the consolidated financial statements and the selection of an independent auditor. In addition, the rwjbarnabas health foundations issued audited combined financial statements for the years ended december 31, 2018 and december 31, 2017; respectively, which include all rwjbarnabas health related foundation entities; including this organization. The audited combined financial statements also contain consolidating schedules on an entity by entity basis. The independent cpa firm issued an unmodified opinion with respect to the combined financial statements.”