Lawrence & Memorial Corporation

“Part i, line 4 & part vi, line 1b number of independent voting members of the governing body the organization sought to confirm the independence of each voting member of its governing body by requesting that each such voting member respond to a questionnaire containing the pertinent instructions and definitions and designed to elicit the information necessary to determine independence. In the event that the organization does not receive a response from any such voting member, the organization reviews other information known to it regarding the voting member and makes a reasonable assessment of independence based on that information.”

“Business relationships between officers, directors, trustees, or key employees: certain of the organization's current officers and/or trustees may serve as officers and/or directors of tax-exempt and taxable affiliates within the organization's corporate system or joint ventures in which the organization's corporate system has an ownership interest. The individual officers and/or trustees do not have personal financial interests in such affiliates and serve only as a function of their roles with the organization or within the organization's corporate system.”

“The sole member of lawrence + memorial corporation is yale new haven health services corporation.”

“Yale new haven health services corporation, as sole member of lawrence + memorial corporation, elects the board of trustees of lawrence + memorial corporation.”

“The organization's sole member, yale new haven health services corporation, has the right to elect the board of trustees of the organization and appoint the president, and has the following additional rights (with approval of the lawrence + memorial corporation board): to approve operating, cash flow and capital budgets; to approve graduate and undergraduate medical education arrangements; to approve major new clinical programs and services and continuation of same; approval of strategic plans; and adoption of safety and quality assessment policies; to approve the merger, consolidation, dissolution or the sale of all or substantially all the organization's assets; to amend the certificate of incorporation and bylaws of the organization, to approve the execution of long-term or material agreements, and to authorize the execution of contracts with an unrelated third party for management of the assets or operations of the organization. Yale new haven health services corporation retains the following authority: adoption of budgetary targets, indebtedness, management and control of liquid assets, and appointment of the independent auditor.”

“The organization's process to review form 990: the form 990 tax return and attached schedules were prepared by employees of the ynhhs tax department. The return is initially reviewed by the executive director of corporate finance. Subsequently, it is sent to kpmg llp for their initial review. After all comments from the above groups are received and reviewed, the return is then reviewed by the chief financial officer of the system and a final version of the return is sent back to kpmg llp for final review. Prior to filing, the organization made available a complete copy of the return to its board of trustees by web portal.”

“Lawrence + memorial corporation is covered under the yale new haven health system conflict of interest policy approved and adopted by the system compliance committee, which has been delegated the authority to approve and adopt compliance policies on behalf of the entities in the system. The ynhhs conflict of interest policy and individual annual disclosure form applies to a pool of employees, board members and non-board members serving on board committees. These "covered individuals" are required to complete a conflict of interest disclosure statement, upon beginning employment or otherwise becoming a covered individual and annually thereafter. Covered individuals are also required to promptly report changes to their most recently completed disclosure statement. These disclosure statements and reports are reviewed by the office of privacy and corporate compliance and/or the legal and risk services department to ensure compliance with the conflict of interest policy. If a potential conflict arises, the president and ceo would consult with the board chairperson and the legal and risk services department to develop a plan to mitigate any actual conflict of interest. For example, a voting board or committee member would be required to recuse himself or herself from voting on matters with which she or he had an actual or potential conflict and the actual or potential conflict would be disclosed to other voting members.”

“Form 990, part vi, section b, line 15a: compensation process for ceo/top official: compensation process for ceo/top officials: the top lawrence + memorial corporation official is an employee of ynhhs. The ynhhs compensation and leadership development committee (the "ynhhs compensation committee"), which includes a representative of the hospital, is responsible for (1) determining the overall total compensation strategy for ynhhs officerlevel executives, (2) approving all compensation and benefits decisions for ynhhs lawrence + memorial corporation officerlevel executives, and (3) reporting such actions to the full ynhhs board of trustees on an annual basis. In addition, the ynhhs compensation committee expressly determines the reasonableness of total compensation and benefits for all ynhhs officerlevel executives, and assures that all officerlevel executive compensation decisions are made after thorough consideration of and comparison to the market practices of other similarly situated organizations. The ynhhs compensation committee consists of trustees who do not have material financial interests that could be affected by the officerlevel executive compensation decisions made by the committee. The comparability data used to assist the committees in its compensation deliberations is compiled by an independent, national compensation consulting firm that is retained by and reports directly to the ynhhs compensation committee. The data collected by the consultant consists of market information for executives in functionally similar positions in similarly situated organizations. The deliberations and decisions of the ynhhs compensation committee is contemporaneously documented, reviewed and approved by the committee, and provided to the board of trustees of ynhhs and lawrence + memorial corporation. Form 990, part vi, section b, line 15b: compensation process for officers: certain officers are employees of ynhhs, other officers are employed directly by the hospital. Compensation determinations of ynhhs employed officers are made by the ynhhs compensation committee. Compensation determinations of certain hospital employed officers are also reviewed and aproved by the ynhhs compensation committee and shared with the hospital's compensation committee or board. The compensation committees of ynhhs and lawrence + memorial corporation strive to take the steps necessary to qualify for the "rebuttable presumption of reasonableness" under federal tax law. The ynhhs executive compensation committees are responsible for (1) determining the overall total compensation strategy for all their respective corporate officers, (2) approving all compensation and benefits decisions for corporate officers, and (3) reporting such actions to the full lawrence + memorial corporation and ynhhs board on an annual basis, as applicable. In addition, the executive compensation committees, as applicable, expressly determine the reasonableness of total compensation and benefits for all corporate officers, and assures that all officer compensation decisions are made after thorough consideration of and comparison to the market practices of other similarly situated notforprofit healthcare executives in comparable organizations. The executive compensation committees consist of board members who do not have material financial interests that could be affected by the officer compensation decisions made by the committees. The comparability data used to assist the executive compensation committees in their compensation deliberations are compiled by an independent, national compensation consulting firm that is retained by and reports directly to the executive compensation committees. The data collected by the consultant consists of market information for executives in functionally similar positions in similarly situated notforprofit healthcare organizations. The deliberations and decisions of the executive compensation committees are contemporaneously documented, reviewed”

“Copies of all documents are available to the public upon request.”

“Lawrence + memorial corporation paid vendors through an affiliated entity, lawrence + memorial hospital inc. (ein-06-0646704). As such, 1099's were issued by lawrence + memorial hospital inc. On behalf of the filing organization.”