Norwalk Hospital Foundation

“The policies exist at the parent level, which are followed by each entity and are approved by the parent board, but not each individual board. This excludes the record retention policy, which is approved only by the parent audit committee.”

“Western connecticut health network, inc. Is the sole member of norwalk hospital foundation. Nuvance health is the sole member of western connecticut health network, inc. On february 28, 2024, nuvance health entered into an affiliation agreement with northwell health, inc. ("northwell"), pursuant to which northwell or an affiliated entity would become the active parent and sole corporate member of nuvance health. This transaction was subject to the receipt of regulatory approvals and the satisfaction of closing conditions. Effective may 1, 2025, the parties closed the transaction and northwell, inc. (which is the ultimate sole corporate member of northwell) became the sole corporate member of northwell health system, inc., which became the parent entity of nuvance health.”

“The western connecticut health network, inc. ("the member") shall have the exclusive right (i)to elect the corporation's board of directors and to appoint individuals to fill vacancies on the board of directors; (ii)amend the bylaws of the corporation; and (iii)to remove any director with or without cause.”

“Certain fundamental decisions to be undertaken by the corporation require the approval of the member. (a) the actions listed below, taken for the corporation or in its capacity voting as a shareholder or member of a subsidiary ("foundation subsidiary") shall not require approval by the board and are reserved solely to the member: (i) the amendment of these bylaws; (ii) the election or removal of a director; (iii) approval of policies relating to the control and supervision of the investment of the corporation's funds, and the funds of any foundation subsidiary, including, but not limited to, those funds and properties which may have been donated, bequeathed or devised, or given in trust for the limited or general use of the corporation or a foundation subsidiary; (iv) approval of the adoption of or amendment to any qualified benefit plan (unless the terms of the plan require approval of the board, in which case the member shall also approve such action); (v) approval of the adoption of or amendment to any non-qualified benefit plan; and (vi) approval of the adoption of or amendment to the policies and procedures governing: (a) indemnification of directors and officers of the corporation or any foundation subsidiary; (b) conflicts or dualities of interest; (c) accounting and investment standards and practices; and (d) such other policies as the member may from time to time determine. (b) the actions listed below, taken for the corporation or in its capacity voting as a shareholder or member of a foundation subsidiary, which require approval of the board, must also be approved by the member: (i) the election and removal of a director of a foundation subsidiary; (ii) the election of the officers of the corporation; (iii) approval of the capital budget and operating budget of the corporation and of any foundation subsidiary; (iv) amendment of the certificate of incorporation of the corporation or any foundation subsidiary; (v) amendment of the bylaws or operating agreement of any foundation subsidiary; (vi) the sale, lease, exchange or other disposition of all or substantially all of the property or assets of the corporation or any foundation subsidiary; (vii) approval of the creation of any corporation of which the corporation or a foundation subsidiary is the sole or controlling member or sole or controlling shareholder; the merger or consolidation of the corporation or any foundation subsidiary with another corporation; and the reorganization, liquidation or dissolution of the corporation or any foundation subsidiary; (viii) approval of loans by the corporation or any foundation subsidiary, or the incurring of any indebtedness, secured or unsecured, which exceeds fifty thousand dollars ($50,000) or which has a term longer than one year; (ix) approval of unbudgeted expenditures in excess of fifty thousand dollars ($50,000) or any increase in any approved annual operating or capital budget; (x) approval of any agreement or transaction of the corporation or any foundation subsidiary involving an amount greater than two hundred thousand dollars ($200,000), other than an agreement relating to the donation of funds to the corporation or a foundation subsidiary, with another individual or entity, provided that any unbudgeted transfer of funds in excess of the aggregate amount of twenty-five thousand dollars ($25,000) per fiscal year by grant, gift or similar arrangement from the corporation to any entity not affiliated with the member must also be approved by the member; (xi) approval of the affiliation of the corporation or any foundation subsidiary with any other entity for the purposes of the joint conduct of business or other purposes, whether in the form of participation in said entity through the holding of stock or by membership or in the form of partnership, joint venture, co-tenancy or any other form of ownership or control; (xii) creation of any committee which shall have the authority to act on behalf of the board or on beh”

“The forms 990 for nuvance health and affiliated entities are prepared by the nuvance health tax department with assistance from various departments throughout the organization. The returns are reviewed by management and an independent accounting firm. A complete draft is then posted to an intranet site for nuvance health board members, the ultimate parent of the organization, to review the returns prior to filing. The forms 990 are then signed and filed with the irs.”

“Officers, trustees/directors, key employees and other disqualified persons are required to complete a conflict-of-interest questionnaire annually. Responses are reviewed by the chief compliance, audit & privacy officer. Also, they are required to disclose any conflict to the board or directly to the chairman prior to any meeting. After a potential conflict of interest is disclosed along with all related material facts, the board proceeds to discuss and determine through a majority vote of the disinterested members whether an actual conflict or duality of interest exists. If the interested person is present at the start of the discussion, he or she may answer questions related to the matter and provide additional, relevant facts but is required to leave the meeting during deliberations regarding whether an actual conflict or duality of interest exists.”

“Nuvance health's executive total rewards philosophy is designed to align with the company's strategic direction, and to reinforce its core mission, vision and values. In order to achieve its overall performance objectives, nuvance health provides total rewards programs that recognize executives for performing work well to ensure the achievement of company goals. These programs serve to promote the attraction, engagement, and retention of talented executives throughout their careers with nuvance health. The total rewards programs are designed to be market competitive, compliant with regulatory guidelines reflective of best practices, and differentiated to create strong competitive advantage. Total rewards programs are reviewed on an ongoing basis to ensure continued market competitiveness, relevant value to executives, and fiscal responsibility. Total rewards for nuvance health executives consists of key components of compensation and benefits. Overall executive rewards program will emphasize performance-based elements, whereby targeted levels of compensation will only be achieved if the organization and individual achieve "stretch" goals and objectives. Based on the labor markets for talent for executive roles, nuvance health will utilize a weighted blend of both national comparably-sized health care provider market data with a +25% geographic differential applied (differential to be validated on a periodic basis) at two-thirds weight and national comparably-sized general industry data, for identified roles where skill sets overlap at one-third weight. Geographic differential reflects the observed and reported executive compensation differential between nuvance health's operating region and the broader national health care provider market. Nuvance health's total rewards philosophy and practices are targeted at the 50th percentile of the relevant market for base salary, and 62.5th percentile for total cash and total direct (where available) compensation elements if target performance is achieved under variable compensation programs. Nuvance health's committee has discretion to position individual levels above or below this targeted competitive positioning, based on such factors as positioning to market, high demand skillsets and difficult to fill or critical to the organization's strategy and success. Our governance promotes consistency and equity; provides clarity and guidance to decision-makers; ensures standard processes and procedures for assessing, calibrating, administering, and delivering effective total rewards throughout the nuvance health system. Oversight and governance of the executive compensation philosophy and programs for eligible executives/disqualified individuals (currently ceo, president and tiers 1 and 2) will be at the compensation committee of the board level, and will follow a structured and rigorous process to ensure compliance with intermediate sanctions under irs guidelines. Compensation review and approval process is identical to the process for the ceo. An annual letter of reasonableness is presented to the executive compensation committee of the board of directors by willis towers watson as consultant to the board. In this annual assessment of the reasonableness of the total remuneration packages provided to select executives, an opinion is rendered with respect to the reasonableness of potential target and maximum total remuneration provided to the included executives for each fiscal year. A bi-annual letter of reasonableness for physician compensation is also presented to the executive compensation committee by korn ferry hay as a consultant to the board. This assessment of the reasonableness of the total remuneration packages provided to physicians is rendered with respect to the reasonableness of potential target and maximum total remuneration provided to each physician.”

“The governing documents, policies and financial statements are available to the public upon request. The documents are provided either electronically or as paper copies. In addition, certain financial information is available on various websites due to regulatory filings such as the 990.”

“For those officers for which only 40 hours is noted to reflect paid hours, actual hours worked exceeded this amount. Note: all amounts in column f, of part vii, "estimated amount of other compensation", represents benefits, and do not reflect any compensation for which the average amount of time worked can be reflected.”

“Most employees are paid by a related organization under a common paymaster arrangement. As such, required payroll filing (including forms w-2 and w-3) is reported under related organizations.”

“CHANGE IN PLEDGE ALLOWANCE - 525661; CHANGE IN PLEDGE DISCOUNT - 495567; INTERFUND TRANSFERS TO DHNMHF - 147406; Unrestricted Net Asset Transfer to NH - -43407; PLEDGE WRITE-OFFS - -120000;”