St Vincent'S Development Inc

“Effective October 2, 2019, an amended and restated Certificate of Incorporation for St. Vincent's Development, Inc. (the Corporation) was filed with the Secretary of the State of Connecticut. The amended and restated Certificate indicates the following substantive amendments: 1. The section relating to the Corporation's purpose has been revised to remove wording indicating the organization is to be guided by the teachings and morality of the Roman Catholic Church, but is otherwise consistent with its charitable purpose. In addition, the Corporation, is to be operated as a part of Hartford HealthCare Corporation (the System Parent). 2. The section regarding the single member of the Corporation states that the single member of the Corporation remains St. Vincent's Health Services Corporation. However, the System Parent has been given exclusive powers. 3. The section indicating that the Chief Executive Officer is to serve on the Board of Directors in an ex-officio capacity has been removed. 4. The section regarding the dissolution or liquidation of the Corporation, states that the remaining assets are to be distributed to the System Parent provided that the System Parent is, at that time, exempt from federal taxation under Section 501(C)(3) of the IRS code. If the System Parent does not meet this requirement, the remaining assets shall be distributed to one or more organizations then exempt from Section 501(C)(3) of the code. 5. The Certificate names Hartford HealthCare Corporation Legal Department as the initial registered agent of the Corporation and lists the email address of the organization as [email protected]. 6. The Certificate includes any changes required by Connecticut law. The Corporation's governing documents are available upon request.”

“St. Vincent's Development, Inc. is organized as a non-stock not-for-profit entity. St. Vincent's Health Services Corp is the sole member.”

“Hartford HealthCare Corporation, the System Parent of the organization, has the authority to approve/remove members of the governing body. The bylaws and articles of incorporation of St. Vincent's Development, Inc. cannot be amended without the approval of Hartford HealthCare Corporation.”

“Hartford HealthCare Corporation, the System Parent of the organization, has the right to review, approve, disapprove and deny significant transactions such as mergers, acquisitions, dissolutions, etc.”

“The Form 990 was prepared by Hartford Healthcare's Tax Department. It was then reviewed by an independent accounting firm. The final Form was provided to the entire Board prior to submission to the Internal Revenue Service (IRS). Once the entire review process was completed, the Form was signed by the Tax Director and then filed with the IRS.”

“The Organization's board has adopted the policy of the member, Hartford HealthCare Corporation (HHC). HHC's Conflict of Interest Policy (Policy) requires all covered individuals, including board members and officers, to provide a disclosure of relationships that create or have the appearance of creating a conflict of interest or commitment. The Policy requires updates if changes in circumstances arise during the year that either (a) create a new potential conflict of interest or commitment or (b) change or eliminate a conflict of interest or commitment previously disclosed. Conflict of interest disclosure statements are maintained by the HHC Office of Compliance and Integrity (OCI). Employee disclosures are reviewed by OCI in collaboration with the Covered Individuals' supervisor when deemed appropriate, to determine if there is a potential conflict. Oversight review of employee disclosures is provided by the HHC Conflict of Interest Committee. The Conflict of Interest Committee assesses and may recommend the conflicting interest either be (a) eliminated for continued relationship with HHC/HHC Affiliate, or, (b) managed through a management plan. Oversight review of physician disclosures is provided by the HHC Physician Conflict Resolution Committee. The Physician Conflict Resolution Committee assesses and may recommend the conflicting interest either be (a) eliminated for continued relationship with HHC/HHC Affiliate, or, (b) managed through a management plan. Board member disclosures are reported to the HHC Nominating and Governance Committee for determinations of conflicts and the management of them, where applicable.”

“The Independent Executive Compensation Committee (Committee) of the Board of Directors of Hartford Healthcare on behalf of St. Vincent's Development, Inc. hires an outside consultant to determine best practices in governing executive compensation. The following steps were taken: - The use of an Independent Executive Compensation Committee (Committee) of the Board of Directors of Hartford HealthCare, on behalf of St. Vincent's Development, Inc., established and regularly reviews Executive Compensation Philosophy; - The Committee regularly reviews scope and depth of positions taking into account complexity and the financial impact and accountability of all "disqualified persons; - National peer groups are selected for comparative purposes based on organizational size, operating revenue, geography and other relevant factors; - Analysis of current total compensation versus market is performed by independent third party compensation consulting firm and is then reviewed by the committee; - Recommendations are made based on market data analysis to ensure appropriate competitive positioning within parameters of compensation philosophy; - The CEO compensation is reviewed by the Committee and is based on comparative market information and organizational performance; - All changes are reviewed and approved by the Executive Compensation Committee; The compensation determination process for the CEO is reviewed on an annual basis. All other executive compensation is regularly reviewed for scope and depth of positions taking into account complexity and the financial impact and accountability.”

“The St. Vincent's Development, Inc. Form 990 and its attachments are available upon request.”

“The St. Vincent's Development, Inc. Financial Statements, Governing Documents and Conflict of Interest Policy are available for inspection upon request at the Organization's address.”

“Calendar year 2019 Form 1099's were not issued by the organization, but were issued by a related organization.”

“FMV Adjustment to Assets due to Hartford HealthCare Acquisition 9,881,648.”

“The activity of St. Vincent's Development, Inc. is included in the consolidated financial statements of Hartford HealthCare Corporation and Subsidiaries. The finance and audit committee of Hartford HealthCare Corporation's board assumes responsibility for the consolidated organization as a whole.”